MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
485BPOS, 1997-04-29
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<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1997
    
 
                                                       REGISTRATION NO. 33-41829
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
   
                         POST-EFFECTIVE AMENDMENT NO. 6
                                       TO
                                    FORM S-6
    
 
                   FOR REGISTRATION UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2
                            ------------------------
 
                  MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
                             (EXACT NAME OF TRUST)
 
                      MERRILL LYNCH LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)
 
                             800 SCUDDERS MILL ROAD
                          PLAINSBORO, NEW JERSEY 08536
         (COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
                            BARRY G. SKOLNICK, ESQ.
                    Senior Vice President & General Counsel
                      MERRILL LYNCH LIFE INSURANCE COMPANY
                             800 SCUDDERS MILL ROAD
                          PLAINSBORO, NEW JERSEY 08536
                (NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE)
                            ------------------------
   
                                    COPY TO:
                             STEPHEN E. ROTH, ESQ.
                      SUTHERLAND, ASBILL & BRENNAN, L.L.P.
                          1275 PENNSYLVANIA AVENUE, NW
                          WASHINGTON, D.C. 20004-2404
    
                            ------------------------
 
     It is proposed that this filing will become effective (check appropriate
box)
     [ ] immediately upon filing pursuant to paragraph (b)
   
     [X] on May 1, 1997 pursuant to paragraph (b)
    
     [ ] 60 days after filing pursuant to paragraph (a) (1)
     [ ] on (date) pursuant to paragraph (a) (1) of Rule 485
     [ ] this post-effective amendment designates a new effective date for a
         previously filed post-effective amendment
 
     Check box if it is proposed that the filing will become effective on (date)
at (time) pursuant to Rule 487 [ ]
 
   
     Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933. The Registrant filed the 24f-2 Notice for the year ended
December 31, 1996 on February 26, 1997.
    
================================================================================
<PAGE>   2
 
                  MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
                      MERRILL LYNCH LIFE INSURANCE COMPANY
                CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2
 
   
<TABLE>
<CAPTION>
N-8B-2 ITEM                                 CAPTION IN PROSPECTUS
- -----------    --------------------------------------------------------------------------------
<C>            <S>
      1        Cover Page
      2        Cover Page
      3        Summary of the Contract (The Investment Divisions); Facts About the Separate
               Account, the Funds, the Zero Trusts and Merrill Lynch Life
      4        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About the Contract (Selling the
               Contracts)
      5        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About Merrill Lynch Life Insurance
               Company
      6        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About the Separate Account and its
               Divisions (Charges to Fund Assets)
      7        Not Applicable
      8        Not Applicable
      9        More About Merrill Lynch Life Insurance Company (Legal Proceedings)
     10        Summary of the Contract; Facts About the Contract; More About the Contract; More
               About the Separate Account and its Divisions
     11        Summary of the Contract (The Investment Divisions); Facts About the Separate
               Account, the Funds, the Zero Trusts and Merrill Lynch Life; More About the
               Separate Account and its Divisions (About the Separate Account; The Zero Trusts)
     12        Summary of the Contract (The Investment Divisions); Facts About the Separate
               Account, the Funds, the Zero Trusts and Merrill Lynch Life; More About the
               Separate Account and its Divisions
     13        Summary of the Contract (Loans; Fees and Charges); Facts About the Contract
               [Charges Deducted from your Investment Base; Charges to the Separate Account;
               Guarantee Period; Net Cash Surrender Value; Loans; Partial Withdrawals; Death
               Benefit Proceeds; Payment of Death Benefit Proceeds; Your Right to Cancel ("Free
               Look" Period) or Exchange]; More About the Contract; More About the Separate
               Account and its Divisions (Charges to Fund Assets)
     14        Facts About the Contract (Purchasing a Contract; Planned Payments); More About
               the Contract (Other Contract Provisions)
     15        Summary of the Contract (Availability and Payments); Facts About the Contract
               (Planned Payments; Payments Which Are Not Under a Periodic Payment Plan; Effect
               of a Planned Payment and Other Additional Payments); More About the Contract
               (Income Plans)
     16        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life; More About the Separate Account and its Divisions
     17        Summary of the Contract [Net Cash Surrender Value and Cash Surrender Value;
               Right to Cancel ("Free Look" Period) or Exchange; Partial Withdrawals]; Facts
               About the Contract [Net Cash Surrender Value; Partial Withdrawals; Right to
               Cancel ("Free Look" Period) or Exchange]; More About the Contract (Some
               Administrative Procedures)
     18        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life; More About the Separate Account and its Divisions
     19        More About Merrill Lynch Life Insurance Company
     20        More About the Separate Account and its Divisions (Charges within the Account;
               Charges to Fund Assets); Summary of the Contract (Loans); Facts About the
               Contract (Loans)
</TABLE>
    
<PAGE>   3
 
   
<TABLE>
<CAPTION>
N-8B-2 ITEM                                 CAPTION IN PROSPECTUS
- -----------    --------------------------------------------------------------------------------
<C>            <S>
     22        Not Applicable
     23        Not Applicable
     24        Not Applicable
     25        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About Merrill Lynch Life Insurance
               Company
     26        Not Applicable
     27        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About Merrill Lynch Life Insurance
               Company
     28        More About Merrill Lynch Life Insurance Company
     29        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S)
     30        Not Applicable
     31        Not Applicable
     32        Not Applicable
     33        Not Applicable
     34        Not Applicable
     35        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S)
     36        Not Applicable
     37        Not Applicable
     38        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About the Contract (Selling the
               Contracts)
     39        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About the Contract (Selling the
               Contracts)
     40        Not Applicable
     41        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About the Contract (Selling the
               Contracts)
     42        Not Applicable
     43        Not Applicable
     44        Facts About the Contract; More About the Contract
     45        Not Applicable
     46        Summary of the Contract; Facts About the Contract (Net Cash Surrender Value;
               Partial Withdrawals)
     47        Summary of the Contract (The Investment Divisions); Facts About the Separate
               Account, the Funds, the Zero Trusts and Merrill Lynch Life; More About the
               Separate Account and its Divisions
     48        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About the Contract (Selling the
               Contracts)
     49        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About the Contract (Selling the
               Contracts)
     50        Not Applicable
     51        Facts About the Contract; More About the Contract
     52        Facts About the Separate Account, the Funds, the Zero Trusts and Merrill Lynch
               Life (Merrill Lynch Life and MLPF&S); More About the Contract (Selling the
               Contracts)
     53        More About the Contract (Tax Considerations; Merrill Lynch Life's Income Taxes)
</TABLE>
    
<PAGE>   4
 
<TABLE>
<CAPTION>
N-8B-2 ITEM                                 CAPTION IN PROSPECTUS
- -----------    --------------------------------------------------------------------------------
<C>            <S>
     54        Not Applicable
     55        Not Applicable
     56        Not Applicable
     57        Not Applicable
     58        Not Applicable
     59        More About Merrill Lynch Life Insurance Company (Financial Statements)
</TABLE>
<PAGE>   5
 
PROSPECTUS
   
MAY 1, 1997
    
 
                  MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                                   ISSUED BY
                      MERRILL LYNCH LIFE INSURANCE COMPANY
                    HOME OFFICE: LITTLE ROCK, ARKANSAS 72201
                         SERVICE CENTER: P.O. BOX 9025
                     SPRINGFIELD, MASSACHUSETTS 01102-9025
                                1414 MAIN STREET
                     SPRINGFIELD, MASSACHUSETTS 01144-1007
                             PHONE: (800) 354-5333
                                OFFERED THROUGH
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 
   
This Prospectus is for a flexible premium variable life insurance contract (the
"Contract") offered by Merrill Lynch Life Insurance Company ("Merrill Lynch
Life"), a subsidiary of Merrill Lynch & Co., Inc. It describes contracts which,
at the time of issue, are designed to meet the 7-pay test under federal tax law.
(See "Tax Treatment of Loans and Other Distributions" on page 36.) A prospective
contract owner who wants to purchase a modified endowment contract that would
not meet the 7-pay test should consult a Merrill Lynch registered
representative.
    
 
   
Through the first 14 days following the in force date, the initial payment will
be invested only in the investment division of the Merrill Lynch Variable Life
Separate Account (the "Separate Account") investing in the Money Reserve
Portfolio. Thereafter, the investment base will be reallocated to any five of
the 38 investment divisions of the Separate Account, a Merrill Lynch Life
separate investment account available under the Contract. The investments
available through the investment divisions include ten mutual fund portfolios of
the Merrill Lynch Series Fund, Inc.; seven mutual fund portfolios of the Merrill
Lynch Variable Series Funds, Inc.; two mutual fund portfolios of the AIM
Variable Insurance Funds, Inc.; one mutual fund portfolio of the Alliance
Variable Products Series Fund, Inc.; two mutual fund portfolios of the MFS
Variable Insurance Trust; and sixteen unit investment trusts in The Merrill
Lynch Fund of Stripped ("Zero") U.S. Treasury Securities. Currently, the
contract owner may change his or her investment allocation as many times as
desired.
    
 
The Contract provides an estate benefit through life insurance coverage on the
insured. Merrill Lynch Life guarantees that the coverage will remain in force
for the guarantee period. Each payment will extend the guarantee period until
such time as the guarantee period is established for life. During this guarantee
period, Merrill Lynch Life will terminate the Contract only if the debt exceeds
certain contract values. After the guarantee period, the Contract will remain in
force as long as there is not excessive debt and as long as the cash surrender
value is sufficient to cover the charges due. While the Contract is in force,
the death benefit may vary to reflect the investment results of the investment
divisions chosen, but will never be less than the current face amount.
 
Contract owners may also purchase a Contract to provide insurance coverage on
the lives of two insureds with proceeds payable upon the death of the last
surviving insured.
 
The Contract is designed to allow for planned periodic payments, and contract
owners may make additional unplanned payments subject to certain conditions.
Contract owners may also change the face amount of their Contracts, borrow up to
the loan value of the Contract or turn in the Contract for its net cash
surrender value. The net cash surrender value will vary with the investment
results of the investment divisions chosen. Merrill Lynch Life doesn't guarantee
any minimum cash surrender value.
<PAGE>   6
 
It may not be advantageous to replace existing insurance with the Contract.
Within certain limits, the Contract may be returned or exchanged for a contract
with benefits that do not vary with the investment results of a separate
account.
 
THE PURCHASE OF THIS CONTRACT INVOLVES CERTAIN RISKS. BECAUSE IT IS A VARIABLE
LIFE INSURANCE CONTRACT, THE VALUE OF THE CONTRACT REFLECTS THE INVESTMENT
PERFORMANCE OF THE SELECTED INVESTMENT OPTIONS. INVESTMENT RESULTS CAN VARY BOTH
UP AND DOWN AND CAN EVEN DECREASE THE VALUE OF PREMIUM PAYMENTS. THEREFORE,
CONTRACT OWNERS COULD LOSE ALL OR PART OF THE MONEY THEY HAVE INVESTED. MERRILL
LYNCH LIFE DOES NOT GUARANTEE THE VALUE OF THE CONTRACT. RATHER, CONTRACT OWNERS
BEAR ALL INVESTMENT RISKS.
 
LIFE INSURANCE IS INTENDED TO BE A LONG-TERM INVESTMENT. CONTRACT OWNERS SHOULD
EVALUATE THEIR INSURANCE NEEDS AND THE CONTRACT'S LONG-TERM INVESTMENT POTENTIAL
AND RISKS BEFORE PURCHASING THE CONTRACT.
 
   
PARTIAL WITHDRAWALS AND SURRENDER OF THE CONTRACT ARE SUBJECT TO TAX, AND IF
TAKEN BEFORE THE CONTRACT OWNER ATTAINS AGE 59 1/2 MAY ALSO BE SUBJECT TO A 10%
FEDERAL PENALTY TAX. LOANS MAY BE TAXABLE IF THE CONTRACT BECOMES A "MODIFIED
ENDOWMENT CONTRACT."
    
 
   
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT MUST BE
ACCOMPANIED BY CURRENT PROSPECTUSES FOR THE MERRILL LYNCH SERIES FUND, INC.; THE
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.; THE AIM VARIABLE INSURANCE FUNDS,
INC.; THE ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.; THE MFS VARIABLE
INSURANCE TRUST; AND THE MERRILL LYNCH FUND OF STRIPPED ("ZERO") U.S. TREASURY
SECURITIES.
    
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                        2
<PAGE>   7
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                      <C>
IMPORTANT TERMS.......................................................................     5
SUMMARY OF THE CONTRACT
  Purpose of the Contract.............................................................     6
  Availability and Payments...........................................................     6
  Joint Insureds......................................................................     7
  CMA(R) Insurance Service............................................................     7
  The Investment Divisions............................................................     7
  How the Death Benefit Varies........................................................     7
  How the Investment Base Varies......................................................     7
  Net Cash Surrender Value and Cash Surrender Value...................................     8
  Illustrations.......................................................................     8
  Replacement of Existing Coverage....................................................     8
  Right to Cancel ("Free Look" Period) or Exchange....................................     8
  How Death Benefit and Cash Surrender Value Increases are Taxed......................     8
  Loans...............................................................................     8
  Partial Withdrawals.................................................................     9
  Fees and Charges....................................................................     9
FACTS ABOUT THE SEPARATE ACCOUNT, THE FUNDS, THE ZERO TRUSTS AND MERRILL LYNCH LIFE
  The Separate Account................................................................    10
  The Series Fund.....................................................................    10
  The Variable Series Funds...........................................................    11
  The AIM V.I. Funds..................................................................    12
  The Alliance Fund...................................................................    12
  The MFS Trust.......................................................................    13
  Certain Risks of the Funds..........................................................    13
  The Zero Trusts.....................................................................    14
  Merrill Lynch Life and MLPF&S.......................................................    15
FACTS ABOUT THE CONTRACT
  Who May be Covered..................................................................    15
  Purchasing a Contract...............................................................    16
  Planned Payments....................................................................    17
  Payments Which are Not Under a Periodic Payment Plan................................    18
  Effect of a Planned Payment and Other Additional Payments...........................    19
  Changing the Face Amount............................................................    20
  Investment Base.....................................................................    20
  Charges Deducted from the Investment Base...........................................    21
  Charges to the Separate Account.....................................................    23
  Charges to Fund Assets..............................................................    23
  Guarantee Period....................................................................    24
  Net Cash Surrender Value............................................................    25
  Loans...............................................................................    25
  Partial Withdrawals.................................................................    27
  Death Benefit Proceeds..............................................................    27
  Payment of Death Benefit Proceeds...................................................    28
  Right to Cancel ("Free Look" Period) or Exchange....................................    29
  Reports to Contract Owners..........................................................    29
MORE ABOUT THE CONTRACT
  Using the Contract..................................................................    29
  Some Administrative Procedures......................................................    31
  Other Contract Provisions...........................................................    32
  Income Plans........................................................................    33
</TABLE>
    
 
                                        3
<PAGE>   8
 
   
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                      <C>
  Group or Sponsored Arrangements.....................................................    34
  Unisex Legal Considerations for Employers...........................................    34
  Selling the Contracts...............................................................    35
  Tax Considerations..................................................................    35
  Merrill Lynch Life's Income Taxes...................................................    39
  Reinsurance.........................................................................    39
MORE ABOUT THE SEPARATE ACCOUNT AND ITS DIVISIONS
  About the Separate Account..........................................................    39
  Changes Within the Account..........................................................    39
  Net Rate of Return for an Investment Division.......................................    40
  The Funds...........................................................................    40
  The Zero Trusts.....................................................................    42
ILLUSTRATIONS
  Illustrations of Death Benefits, Investment Base, Cash Surrender Values and
   Accumulated Payments...............................................................    43
EXAMPLES
  Additional Payments.................................................................    51
  Changing the Face Amount............................................................    51
  Partial Withdrawals.................................................................    52
JOINT INSUREDS........................................................................    53
MORE ABOUT MERRILL LYNCH LIFE INSURANCE COMPANY
  Directors and Executive Officers....................................................    57
  Services Arrangement................................................................    57
  State Regulation....................................................................    57
  Legal Proceedings...................................................................    58
  Experts.............................................................................    58
  Legal Matters.......................................................................    58
  Registration Statements.............................................................    58
  Financial Statements................................................................    58
  Financial Statements of Merrill Lynch Variable Life Separate Account................   S-1
  Financial Statements of Merrill Lynch Life Insurance Company........................   G-1
</TABLE>
    
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.
 
                                        4
<PAGE>   9
 
                                IMPORTANT TERMS
 
additional payment:  is a payment which may be made after the "free look"
period.
 
attained age:  is the issue age of the insured plus the number of full years
since the contract date.
 
cash surrender value:  is equal to the net cash surrender value plus any debt.
 
contract anniversary:  is the same date of each year as the contract date.
 
contract date:  is used to determine processing dates, contract years and
anniversaries. It is usually the business day next following the receipt of the
initial payment at the Service Center. It is also referred to as the policy
date.
 
death benefit:  is the larger of the face amount and the variable insurance
amount.
 
death benefit proceeds:  are equal to the death benefit less any debt and less
any overdue charges.
 
debt:  is the sum of all outstanding loans on a Contract plus accrued interest.
 
   
deferred contract loading:  is chargeable to all payments for sales load,
federal tax and premium tax charges. Merrill Lynch Life advances the amount of
the loading to the divisions as part of the investment base. This loading is
then deducted in equal installments on the next ten contract anniversaries
following the date the payment is received and accepted. Merrill Lynch Life
deducts the balance of the deferred contract loading not yet recouped in
determining a Contract's net cash surrender value.
    
 
face amount:  is the minimum death benefit as long as the Contract remains in
force. The face amount will change if the change in face amount option is
chosen; it may increase as a result of an additional payment; or it may decrease
as a result of a partial withdrawal.
 
fixed base:  is calculated like the cash surrender value except that 4% is
substituted for the net rate of return, the guaranteed maximum cost of insurance
rates are substituted for current rates and loans and repayments are not taken
into account.
 
guarantee period:  is the time guaranteed that the Contract will remain in force
regardless of investment experience, unless the debt exceeds certain values. It
is the period that a comparable fixed life insurance contract (same face amount,
payments made, guaranteed mortality table and loading) would remain in force if
credited with 4% interest per year.
 
in force date:  is the date when the underwriting process is complete, the
initial payment is received and outstanding contract amendments (if any) are
received.
 
initial payment:  is the payment required to put the Contract into effect.
 
investment base:  is the amount available under a Contract for investment in the
Separate Account at any time. A contract owner's investment base is the sum of
the amounts invested in each of the
selected investment divisions.
 
investment division:  is any division in the Separate Account.
 
issue age:  is the insured's age as of his or her birthday nearest the contract
date.
 
net amount at risk:  is the excess of the death benefit over the cash surrender
value.
 
net cash surrender value:  is equal to the investment base less the balance of
any deferred contract loading not yet recouped and, depending on the date it is
calculated, less all or a portion of certain other charges not yet deducted.
 
net single premium factor:  is used to determine the amount of death benefit
purchased by $1.00 of cash surrender value. Merrill Lynch Life uses this factor
in the calculation of the variable insurance amount to make sure that the
Contract always meets the guidelines of what constitutes a life insurance
contract under the Internal Revenue Code.
 
planned periodic payment:  is an additional payment made on a planned basis, the
amount, duration and frequency of which are elected in the application or at a
later date.
 
processing dates:  are the contract date and the first day of each contract
quarter thereafter. Processing dates after the contract date are the days when
Merrill Lynch Life deducts charges from the investment base.
 
processing period:  is the period between consecutive processing dates.
 
variable insurance amount:  is computed daily by multiplying the cash surrender
value by the net single premium factor.
 
                                        5
<PAGE>   10
 
                            SUMMARY OF THE CONTRACT
 
PURPOSE OF THE CONTRACT
 
This flexible premium variable life insurance contract offers a choice of
investments and an opportunity for the Contract's investment base, net cash
surrender value and death benefit to grow based on investment results.
 
Merrill Lynch Life doesn't guarantee that contract values will increase.
Depending on the investment results of selected investment divisions, the
investment base, net cash surrender value and death benefit may increase or
decrease on any day. The contract owner bears the investment risk. Merrill Lynch
Life guarantees to keep the Contract in force during the guarantee period
subject to the effect of any debt.
 
Life insurance is not a short term investment. The contract owner should
evaluate the need for insurance and the Contract's long term investment
potential and risks before purchasing a Contract.
 
   
The Contract should be purchased as a long-term investment designed to provide a
death benefit. The Contract's net cash surrender value, as well as its death
benefit, may be used to provide proceeds for various individual and business
planning purposes. However, loans and partial withdrawals will affect the net
cash surrender value and death benefit proceeds, and may cause the Contract to
lapse; in addition, partial withdrawals may be currently taxable. If the
performance of the investment divisions to which the investment base is
allocated is not sufficient to provide funds for the specific planning purpose
contemplated, or if insufficient payments are made or Contract values
maintained, then the purchaser may not be able to utilize the Contract to
achieve the purposes for which it was purchased. Because the Contract is
designed to provide benefits on a long-term basis, before purchasing a Contract
in connection with a specialized purpose, a purchaser should consider whether
the long-term nature of the Contract, and the potential impact of any
contemplated loans and partial withdrawals, are consistent with the purposes for
which the Contract is being considered. Using a Contract for a specialized
purpose may have tax consequences. (See "Tax Considerations" on page 35.)
    
 
AVAILABILITY AND PAYMENTS
 
   
The Contract is available in most jurisdictions in which Merrill Lynch Life does
business. A Contract may be issued for an insured up to age 75 (or up to age 80
for joint insureds). Merrill Lynch Life will consider issuing Contracts for
insureds above age 75 on an individual basis. Since the Contract is designed to
comply with the 7-pay test under federal tax law, contract owners must elect a
periodic payment plan providing for payments for at least seven years when they
apply for the Contract. Merrill Lynch Life will modify the payment plan, if
necessary, to ensure that it does comply with the 7-pay test. The minimum
initial payment is $4,000. For a discussion of the 7-pay test, see "Tax
Considerations" on page 35.
    
 
   
Subject to state regulation, contract owners may elect to pre-pay periodic
payments through a single payment by adding a single premium immediate annuity
rider ("SPIAR") which will fund the Contract. The amount applied to purchase the
SPIAR is not allocated to the Separate Account and is not considered a payment
to the Contract. (See "Payments Under a Combination Periodic Payment Plan" on
page 17.) Pledging, assigning or gifting a Contract with a SPIAR may have tax
consequences to the contract owner. (See "Tax Considerations" on page 35.)
    
 
Merrill Lynch Life will not accept an initial payment that provides a guarantee
period of less than one year.
 
   
Subject to certain conditions, contract owners may make additional payments that
are not planned. (See "Payments Which are Not Under a Periodic Payment Plan" on
page 18.)
    
 
The Contract won't be available to insure residents of certain municipalities in
Kentucky where premium taxes in excess of a certain level are imposed.
 
   
For joint insureds, see modifications to this section on page 53.
    
 
                                        6
<PAGE>   11
 
JOINT INSUREDS
 
   
The Contract is also available to provide coverage on the lives of two insureds
with a death benefit payable on the death of the last surviving insured. Most of
the discussions in this Prospectus referencing a single insured may also be read
as though the single insured were the two insureds under a joint Contract. Those
discussions which are different for joint insureds are noted accordingly. (See
"Joint Insureds" on page 53.)
    
 
CMA(R) INSURANCE SERVICE
 
Contract owners who subscribe to the Merrill Lynch Cash Management Account(R)
financial service ("CMA account"), may elect to have their Contract linked to
their CMA account electronically. Certain transactions will be reflected in
monthly CMA account statements. Payments may be transferred to and from the
Contract through a CMA account.
 
THE INVESTMENT DIVISIONS
 
   
Through the first 14 days following the in force date, the initial payment will
be invested only in the investment division of the Separate Account investing in
the Money Reserve Portfolio. Thereafter, the investment base will be reallocated
to up to five of the 38 investment divisions in the Separate Account. (See
"Changing the Allocation" on page 21.)
    
 
   
Payments are invested in investment divisions of the Separate Account. Ten
investment divisions of the Separate Account invest exclusively in shares of
designated mutual fund portfolios of the Merrill Lynch Series Fund, Inc. (the
"Series Fund"). Seven investment divisions of the Separate Account invest
exclusively in Class A shares of designated mutual fund portfolios of the
Merrill Lynch Variable Series Funds, Inc. (the "Variable Series Funds"). Two
investment divisions of the Separate Account invest exclusively in shares of
designated mutual fund portfolios of the AIM Variable Insurance Funds, Inc. (the
"AIM V.I. Funds"). One investment division of the Separate Account invests
exclusively in shares of a designated mutual fund portfolio of the Alliance
Variable Products Series Fund, Inc. (the "Alliance Fund"). Two investment
divisions of the Separate Account invest exclusively in shares of designated
mutual fund portfolios of the MFS Variable Insurance Trust (the "MFS Trust").
Each mutual fund portfolio has a different investment objective. The other
sixteen investment divisions invest in units of designated unit investment
trusts in The Merrill Lynch Fund of Stripped ("Zero") U.S. Treasury Securities
(the "Zero Trusts"). The contract owner's payments are not invested directly in
the Series Fund, the Variable Series Funds, the AIM V.I. Funds, the Alliance
Fund, or the MFS Trust (each, a "Fund"; collectively, the "Funds"); or in the
Zero Trusts.
    
 
HOW THE DEATH BENEFIT VARIES
 
The death benefit equals the face amount or variable insurance amount, whichever
is larger. It may increase or decrease on any day depending on the investment
results of the investment divisions chosen by the contract owner. Death benefit
proceeds are reduced by any debt.
 
HOW THE INVESTMENT BASE VARIES
 
   
A Contract's investment base is the amount available for investment at any time.
On the contract date (usually the business day next following receipt of the
initial payment at the Service Center), the investment base is equal to the
initial payment. Afterwards, it varies daily based on investment performance of
the investment divisions chosen. The contract owner bears the risk of poor
investment performance and receives the benefit of favorable investment
performance. Contract owners may wish to consider diversifying their investment
in the Contract by allocating the investment base to two or more investment
divisions.
    
 
- ------------------------------
Cash Management Account and CMA are registered trademarks of Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
 
                                        7
<PAGE>   12
 
NET CASH SURRENDER VALUE AND CASH SURRENDER VALUE
 
Contract owners may surrender their Contracts at any time and receive the net
cash surrender value. On a contract anniversary, the net cash surrender value
equals the investment base minus the balance of any deferred contract loading
not yet deducted. The net cash surrender value varies daily based on investment
performance of the investment divisions chosen and accrual of contract charges.
Merrill Lynch Life doesn't guarantee any minimum net cash surrender value.
 
For purposes of certain computations under the Contract, Merrill Lynch Life uses
the cash surrender value. It is calculated by adding the amount of any debt to
the net cash surrender value.
 
ILLUSTRATIONS
 
Illustrations in this Prospectus or used in connection with the purchase of the
Contract are based on hypothetical investment rates of return. These rates are
not guaranteed. They are illustrative only and should not be deemed a
representation of past or future performance. Actual rates of return may be more
or less than those reflected in the illustrations and, therefore, actual values
will be different than those illustrated.
 
REPLACEMENT OF EXISTING COVERAGE
 
Before purchasing a Contract, the contract owner should ask his or her Merrill
Lynch registered representative if changing, or adding to, current insurance
coverage would be advantageous. Generally, it is not advisable to purchase
another contract as a replacement for existing insurance. In particular,
replacement should be carefully considered if the decision to replace existing
coverage is based solely on a comparison of contract illustrations.
 
RIGHT TO CANCEL ("FREE LOOK" PERIOD) OR EXCHANGE
 
Once the contract owner receives the Contract, he or she should review it
carefully to make sure it is what he or she intended to purchase. Generally, a
Contract may be returned for a refund within ten days after the contract owner
receives it. Some states allow a longer period of time to return the Contract.
If required by the contract owner's state, the Contract may be returned within
the later of ten days after receiving it and 45 days from the date the
application is completed. If the Contract is returned during the "free look"
period, Merrill Lynch Life will refund the payment without interest.
 
A contract owner may also exchange his or her Contract within 18 months for a
contract with benefits that do not vary with the investment results of a
separate account.
 
HOW DEATH BENEFIT AND CASH SURRENDER VALUE INCREASES ARE TAXED
 
   
Under current federal tax law, life insurance contracts receive tax-favored
treatment. The death benefit is fully excludable from the beneficiary's gross
income for federal income tax purposes, according to Section 101(a)(1) of the
Internal Revenue Code. A contract owner is not taxed on any increase in the cash
surrender value while a life insurance contract remains in force. For a
discussion of the tax issues associated with this Contract, including taxation
of loans and partial withdrawals from, and collateral assignments of, the
Contract and the possible 10% penalty tax on such distributions, see "Tax
Considerations" on page 35. Contracts that comply with the 7-pay test receive
preferential tax treatment with respect to certain distributions.
    
 
LOANS
 
   
Contract owners may borrow up to the loan value of their Contracts, which is 90%
of the cash surrender value. The maximum amount that can be borrowed at any time
is the difference between the loan value and the debt. (See "Loans" on page 25.)
    
 
   
Loans are deducted from the amount payable on surrender of the Contract and are
also deducted from any death benefit payable. Loan interest accrues daily and,
IF IT IS NOT PAID EACH YEAR, IT IS CAPITALIZED AND ADDED TO THE OUTSTANDING LOAN
AMOUNT. Depending upon investment perform-
    
 
                                        8
<PAGE>   13
 
   
ance of the divisions and the amounts borrowed, loans may cause a Contract to
lapse. If the Contract is not a modified endowment contract, lapse of the
Contract with loans outstanding may result in adverse tax consequences. Policy
debt is considered part of total cash value which is used to calculate gain.
(See "Tax Considerations" on page 35.)
    
 
PARTIAL WITHDRAWALS
 
   
Contract owners may make partial withdrawals after the fifteenth contract year,
subject to certain conditions. (See "Partial Withdrawals" on page 27.)
    
 
FEES AND CHARGES
 
Investment Base Charges.  Merrill Lynch Life invests the entire amount of all
premium payments in the Separate Account. It then deducts certain charges from
the investment base on processing dates. The charges deducted are as follows:
 
     - deferred contract loading equals 9% of each payment. It consists of a
       sales load of 4.5%, a charge for federal taxes of 2% and a state and
       local premium tax charge of 2.5%. For joint insureds the deferred
       contract loading equals 11% of each payment and consists of a sales load
       of 6.5%, a charge for federal taxes of 2% and a state and local premium
       tax charge of 2.5%. Deferred contract loading is deducted in equal
       installments of .90% (1.1% for joint insureds) of each payment. The
       deduction is taken on the ten contract anniversaries following the date
       Merrill Lynch Life receives and accepts the payment. However, Merrill
       Lynch Life subtracts the balance of the deferred contract loading not yet
       deducted in determining a Contract's net cash surrender value. Thus, this
       balance is deducted in determining the amount payable on surrender of the
       Contract;
 
   
     - on all processing dates after the contract date, Merrill Lynch Life makes
       deductions for mortality cost (see "Mortality Cost" on page 22); and
    
 
   
     - on each contract anniversary, Merrill Lynch Life makes deductions for the
       net loan cost if there has been any debt during the prior year.
       Currently, there is no net loan cost for amounts borrowed up to the
       target loan amount (see "Charges Deducted From the Investment Base" on
       page 21).
    
 
Separate Account Charges.  There are certain charges deducted daily from the
investment results of the investment divisions in the Separate Account. These
charges are:
 
     - an asset charge designed to cover mortality and expense risks deducted
       from all investment divisions which is equivalent to .90% annually at the
       beginning of the year; and
 
     - a trust charge deducted from only those investment divisions investing in
       the Zero Trusts, which is currently equivalent to .34% annually at the
       beginning of the year and will never exceed .50% annually.
 
   
Advisory Fees.  The portfolios in the Funds pay monthly advisory fees and other
expenses. (See "Charges to Fund Assets" on page 23.)
    
 
   
Other Charges.  If periodic payments are prepaid by purchasing a single premium
immediate annuity rider, Merrill Lynch Life deducts 5% of the single payment as
a charge for the rider. Any applicable premium taxes will also be deducted. (See
"Payments Under a Combination Periodic Payment Plan" on page 17.)
    
 
This summary is intended to provide only a very brief overview of the more
significant aspects of the Contract. Further detail is provided in this
Prospectus and in the Contract. The Contract together with its attached
applications, medical exam(s), amendments, riders, and endorsements constitutes
the entire agreement between the contract owner and Merrill Lynch Life and
should be retained.
 
   
For the definition of certain terms used in this Prospectus, see "Important
Terms" on page 5.
    
 
                                        9
<PAGE>   14
 
                       FACTS ABOUT THE SEPARATE ACCOUNT,
   
               THE FUNDS, THE ZERO TRUSTS AND MERRILL LYNCH LIFE
    
 
THE SEPARATE ACCOUNT
 
The Separate Account is a separate investment account established by Merrill
Lynch Life on November 16, 1990. It is registered with the Securities and
Exchange Commission as a unit investment trust pursuant to the Investment
Company Act of 1940. This registration does not involve any supervision by the
Securities and Exchange Commission over the investment policies or practices of
the Separate Account. It meets the definition of a separate account under the
federal securities laws. The Separate Account is used to support the Contract as
well as to support other variable life insurance contracts issued by Merrill
Lynch Life.
 
Merrill Lynch Life owns all of the assets in the Separate Account. The assets of
the Separate Account are kept separate from Merrill Lynch Life's general account
and any other separate accounts it may have. Arkansas insurance law provides
that the Separate Account's assets, to the extent of its reserves and
liabilities, may not be charged with liabilities arising out of any other
business Merrill Lynch Life conducts.
 
Obligations to contract owners and beneficiaries that arise under the Contract
are obligations of Merrill Lynch Life. Income, gains, and losses, whether or not
realized, from assets allocated are, in accordance with the Contracts, credited
to or charged against the Separate Account without regard to other income, gains
or losses of Merrill Lynch Life. As required, the assets in the Separate Account
will always be at least equal to the reserves and other liabilities of the
Separate Account. If the assets exceed the required reserves and other Contract
liabilities, (which will always be at least equal to the aggregate contract
value allocated to the Separate Account under the Contracts), Merrill Lynch Life
may transfer the excess to its general account.
 
   
There are currently 38 investment divisions in the Separate Account. Ten invest
in shares of a specific portfolio of the Series Fund. Seven invest in shares of
a specific portfolio of the Variable Series Funds. Two invest in shares of a
specific portfolio of the AIM V.I. Funds. One invests in shares of a specific
portfolio of the Alliance Fund. Two invest in shares of a specific portfolio of
the MFS Trust. Sixteen invest in units of a specific Zero Trust. Complete
information about the Funds and the Zero Trusts, including the risks associated
with each portfolio (including specific risks associated with investment in the
High Yield Portfolio of the Series Fund) can be found in the accompanying
prospectuses. They should be read in conjunction with this Prospectus.
    
 
THE SERIES FUND
 
   
The Series Fund is registered with the Securities and Exchange Commission as an
open-end management investment company and its investment adviser is Merrill
Lynch Asset Management, L.P. ("MLAM"). All of its ten mutual fund portfolios are
currently available through the Separate Account. The investment objectives of
the Series Fund portfolios are described below. There is no guarantee that any
portfolio will be able to meet its investment objective.
    
 
Money Reserve Portfolio seeks to preserve capital, maintain liquidity and
achieve the highest possible current income consistent with those objectives by
investing in short-term money market securities.
 
Intermediate Government Bond Portfolio seeks to obtain the highest level of
current income consistent with the protection of capital afforded by investing
in debt securities issued or guaranteed by the U.S. Government or its agencies
with a maximum maturity of 15 years.
 
   
Long-Term Corporate Bond Portfolio primarily seeks to provide as high a level of
current income as is believed to be consistent with prudent investment risk, and
secondarily seeks the preservation of capital. In seeking to achieve these
objectives, the Portfolio invests at least 80% of the value of its assets in
debt securities that have a rating within the three highest grades of Moody's or
Standard & Poor's.
    
 
                                       10
<PAGE>   15
 
   
High Yield Portfolio primarily seeks as high a level of current income as is
believed to be consistent with prudent management, and secondarily capital
appreciation when consistent with its primary objective. The Portfolio seeks to
achieve its investment objective by investing principally in fixed income
securities rated in the lower categories of the established rating services or
in unrated securities of comparable quality (including securities commonly known
as "junk bonds").
    
 
   
Capital Stock Portfolio seeks long-term growth of capital and income, plus
moderate current income. It generally invests in equity securities considered to
be of good or improving quality or considered to be undervalued based on
criteria such as historical price/book value and price/ earnings ratios.
    
 
   
Growth Stock Portfolio seeks long-term growth of capital by investing in a
diversified portfolio of securities, primarily common stocks, of aggressive
growth companies considered to have special investment value.
    
 
Multiple Strategy Portfolio seeks a high total investment return consistent with
prudent risk through a fully managed investment policy utilizing equity
securities, intermediate and long-term debt securities and money market
securities.
 
Natural Resources Portfolio seeks long-term growth of capital and protection of
the purchasing power of shareholders' capital by investing primarily in equity
securities of domestic and foreign companies with substantial natural resource
assets.
 
Global Strategy Portfolio seeks high total investment return by investing
primarily in a portfolio of equity and fixed-income securities, including
convertible securities, of U.S. and foreign issuers.
 
Balanced Portfolio seeks a level of current income and a degree of stability of
principal not normally available from an investment solely in equity securities
and the opportunity for capital appreciation greater than that normally
available from an investment solely in debt securities by investing in a
balanced portfolio of fixed-income and equity securities.
 
   
MLAM is indirectly owned and controlled by Merrill Lynch & Co., Inc. and is a
registered adviser under the Investment Advisers Act of 1940. The Series Fund,
as part of its operating expenses, pays an investment advisory fee to MLAM. (See
"Charges to Fund Assets" on page 23.)
    
 
THE VARIABLE SERIES FUNDS
 
   
The Variable Series Funds is registered with the Securities and Exchange
Commission as an open-end management investment company and its investment
adviser is MLAM. Seven of its 16 mutual fund portfolios are currently available
through the Separate Account. The investment objectives of the seven available
Variable Series Funds portfolios are described below. There is no guarantee that
any portfolio will be able to meet its investment objective.
    
 
   
Basic Value Focus Fund seeks capital appreciation, and secondarily, income by
investing in securities, primarily equities, that management of the Fund
believes are undervalued and therefore represent basic investment value.
Particular emphasis is placed on securities that provide an above-average
dividend return and sell at a below-average price-earnings ratio.
    
 
   
Global Bond Focus Fund (formerly the World Income Focus Fund) seeks to provide
high total investment return by investing in a global portfolio of fixed income
securities denominated in various currencies, including multinational currency
units. The Fund will invest in fixed income securities that have a credit rating
of A or better by Standard & Poor's or by Moody's or commercial paper rated A-1
by Standard & Poor's or Prime-1 by Moody's or obligations that MLAM has
determined to be of similar creditworthiness.
    
 
Global Utility Focus Fund seeks to obtain capital appreciation and current
income through investment of at least 65% of its total assets in equity and debt
securities issued by domestic and foreign companies which are, in the opinion of
management of the Fund, primarily engaged in the ownership or operation of
facilities used to generate, transmit or distribute electricity,
telecommunications, gas or water.
 
                                       11
<PAGE>   16
 
International Equity Focus Fund seeks to obtain capital appreciation, and
secondarily, income by investing in a diversified portfolio of equity
securities, of issuers located in countries other than the United States. Under
normal conditions, at least 65% of the Fund's net assets will be invested in
such equity securities.
 
   
Developing Capital Markets Focus Fund seeks long-term capital appreciation by
investing in securities, principally equities, of issuers in countries having
smaller capital markets. For purposes of its investment objective, the Fund
considers countries having smaller capital markets to be all countries other
than the four countries having the largest equity market capitalizations.
    
 
   
Equity Growth Fund seeks to attain long-term growth of capital by investing in a
diversified portfolio of securities, primarily common stocks, of relatively
small companies that management of the Fund believes have special investment
value, and of emerging growth companies regardless of size. Such companies are
selected by management on the basis of their long-term potential for expanding
their size and profitability or for gaining increased market recognition for
their securities. Current income is not a factor in such selection.
    
 
   
Index 500 Fund seeks to provide investment results that, before expenses,
correspond to the aggregate price and yield performance of the Standard & Poor's
500 Composite Stock Price Index (the "S&P 500 Index").
    
 
   
The Variable Series Funds, as part of its operating expenses, pays an investment
advisory fee to MLAM. (See "Charges to Fund Assets" on page 23.)
    
 
   
THE AIM V.I. FUNDS
    
 
   
The AIM V.I. Funds is registered with the Securities and Exchange Commission as
an open-end, series, management investment company and its investment adviser is
A I M Advisors, Inc. ("AIM"). Two of its mutual fund portfolios are currently
available through the Separate Account. The investment objectives of the two
available AIM V.I. Funds portfolios are described below. There is no guarantee
that any portfolio will be able to meet its investment objective.
    
 
   
AIM V.I. Capital Appreciation Fund seeks to provide capital appreciation through
investments in common stocks, with emphasis on medium-sized and smaller emerging
growth companies. The portfolio is primarily comprised of securities of two
basic categories of companies: (1) "core" companies, which AIM considers to have
experienced above-average and consistent long-term growth in earnings and to
have excellent prospects for outstanding future growth, and (2) "earnings
acceleration" companies which AIM believes are currently enjoying a dramatic
increase in profits.
    
 
   
AIM V.I. Value Fund seeks to achieve long-term growth of capital by investing
primarily in equity securities judged by AIM to be undervalued relative to the
current or projected earnings of the companies issuing the securities, or
relative to current market values of assets owned by the companies issuing the
securities or relative to the equity markets generally. Income is a secondary
objective. The investment division investing in this Fund should not be selected
by contract owners who seek income as their primary investment objective.
    
 
   
AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, is a wholly owned
subsidiary of A I M Management Group Inc., an indirect subsidiary of AMVESCO plc
(formerly INVESCO plc). AIM is a registered adviser under the Investment
Advisers Act of 1940. AIM was organized in 1976, and, together with its domestic
subsidiaries, manages or advises 48 investment company portfolios (including the
AIM V.I. Funds). The AIM V.I. Funds, as part of its operating expenses, pays an
investment advisory fee to AIM. (See "Charges to Fund Assets" on page 23.)
    
 
   
THE ALLIANCE FUND
    
 
   
The Alliance Fund is registered with the Securities and Exchange Commission as
an open-end management investment company and its investment adviser is Alliance
Capital Management L.P. ("Alliance"). One of its mutual fund portfolios is
currently available through the Separate Account.
    
 
                                       12
<PAGE>   17
 
   
The investment objective of the available Alliance Fund portfolio is described
below. There is no guarantee that this portfolio will be able to meet its
investment objective.
    
 
   
Premier Growth Portfolio seeks growth of capital by pursuing aggressive
investment policies. Since investments will be made based upon their potential
for capital appreciation, current income will be incidental to the objective of
capital growth. Because of the market risks inherent in any investment, the
selection of securities on the basis of their appreciation possibilities cannot
ensure against possible loss in value.
    
 
   
Alliance, a Delaware limited partnership with principal offices at 1345 Avenue
of the Americas, New York, New York 10105, is a registered adviser under the
Investment Advisers Act of 1940. Alliance Capital Management Corporation
("ACMC"), the sole general partner of Alliance, is an indirect wholly-owned
subsidiary of The Equitable Life Assurance Society of the United States, which
is in turn a wholly-owned subsidiary of the Equitable Companies Incorporated, a
holding company which is controlled by AXA, a French insurance holding company.
The Alliance Fund, as part of its operating expenses, pays an investment
advisory fee to Alliance. (See "Charges to Fund Assets" on page 23.)
    
 
   
THE MFS TRUST
    
 
   
The MFS Trust is registered with the Securities and Exchange Commission as an
open-end management investment company and its investment adviser is
Massachusetts Financial Services Company ("MFS"). Two of its mutual fund
portfolios are currently available through the Separate Account. The investment
objectives of the available MFS Trust portfolios are described below. There is
no guarantee that any portfolio will be able to meet its investment objective.
    
 
   
MFS Emerging Growth Series seeks to provide long-term growth of capital by
investing primarily (i.e., at least 80% of its assets under normal
circumstances) in common stocks of emerging growth companies. Emerging growth
companies include companies that MFS believes are early in their life cycle but
which have the potential to become major enterprises. Dividend and interest
income from portfolio securities, if any, is incidental to the Fund's objective
of long-term growth of capital.
    
 
   
MFS Research Series seeks to provide long-term growth of capital and future
income. The portfolio securities of the MFS Research Series are selected by a
committee of investment research analysts. This committee includes investment
analysts employed not only by the Adviser but also by MFS International (U.K.)
Limited, a wholly-owned subsidiary of MFS. The Series' assets are allocated
among industries by the analysts acting together as a group. Individual analysts
are then responsible for selecting what they view as the securities best suited
to meet the Series' investment objective within their assigned industry
responsibility.
    
 
   
MFS, a Delaware corporation, 500 Boylston Street, Boston, Massachusetts 02116,
is a subsidiary of Sun Life of Canada (U.S.), which, in turn, is a wholly-owned
subsidiary of Sun Life Assurance Company of Canada, and is a registered adviser
under the Investment Advisers Act of 1940. MFS is America's oldest mutual fund
organization. MFS and its predecessor organizations have a history of money
management dating from 1924 and the founding of the first mutual fund in the
United States, Massachusetts Investors Trust. The MFS Trust, as part of its
operating expenses, pays an investment advisory fee to MFS. (See "Charges to
Fund Assets" on page 23.)
    
 
   
CERTAIN RISKS OF THE FUNDS
    
 
   
Investment in lower-rated debt securities, such as those in which the High Yield
Portfolio of the Series Fund, and the Developing Capital Markets Focus and
International Equity Focus Funds of the Variable Series Funds, expect to invest,
entails relatively greater risk of loss of income or principal. The Developing
Capital Markets Focus Fund of the Variable Series Funds has no established
rating criteria for the debt securities in which it may invest, and will rely on
the investment adviser's judgment in evaluating the creditworthiness of an
issuer of such securities. In an effort to minimize risk, these portfolios will
diversify holdings among many issuers. However, there can be no
    
 
                                       13
<PAGE>   18
 
   
assurance that diversification will protect these portfolios from widespread
defaults during periods of sustained economic downturn.
    
 
   
In seeking to protect the purchasing power of capital, the Natural Resources
Portfolio of the Series Fund reserves the right, when management anticipates
significant economic, political, or financial instability, such as high
inflationary pressures or upheaval in foreign currency exchange markets, to
invest a majority of its assets in companies that explore for, extract, process
or deal in gold or in asset-based securities indexed to the value of gold
bullion. The Natural Resources Portfolio will not concentrate its investments in
such securities until it has been advised that the Contracts' federal tax status
will not be adversely affected as a result.
    
 
   
In selecting investments for the AIM V.I. Capital Appreciation Fund, AIM is
particularly interested in companies that are likely to benefit from new or
innovative products, services or processes that should enhance such companies'
prospects for future growth in earnings. As a result of this policy, the market
prices of many of the securities purchased and held by this Fund may fluctuate
widely. Any income received from securities held by the Fund will be incidental,
and a contract owner should not consider a purchase of shares of the Fund as
equivalent to a complete investment program.
    
 
   
For the MFS Emerging Growth Series, the nature of investing in emerging growth
companies involves greater risk than is customarily associated with investments
in more established companies. Emerging growth companies often have limited
product lines, markets or financial resources, and they may be dependent on
one-person management. In addition, there may be less research available on many
promising small and medium sized emerging growth companies, making it more
difficult to find and analyze these companies. The securities of emerging growth
companies may have limited marketability and may be subject to abrupt or erratic
market movements than securities of larger, more established growth companies or
the market averages in general. Shares of the MFS Emerging Growth Series,
therefore, are subject to greater fluctuation in value than shares of a
conservative equity fund or of a growth fund which invests entirely in proven
growth stocks.
    
 
Because investment in these Portfolios and Funds entails relatively greater risk
of loss of income or principal, it may not be appropriate to allocate all
payments and investment base to an investment division that invests in one of
these Portfolios or Funds.
 
THE ZERO TRUSTS
 
The Zero Trusts was formed to provide safety of capital and a high yield to
maturity. It seeks this through U.S. Government-backed investments which make no
periodic interest payments and, therefore, are purchased at a deep discount.
When held to maturity the investments should receive approximately a fixed
yield. The value of Zero Trust units before maturity varies more than it would
if the Zero Trusts contained interest-bearing U.S. Treasury securities of
comparable maturities.
 
The Zero Trust portfolios consist mainly of:
 
     - bearer debt obligations issued by the U.S. Government stripped of their
       unmatured interest coupons;
 
     - coupons stripped from U.S. debt obligations; and
 
     - receipts and certificates for such stripped debt obligations and coupons.
 
   
The Zero Trusts currently available have maturity dates in years 1998 through
2011, 2013 and 2014.
    
 
   
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of
Merrill Lynch & Co., Inc., is the sponsor for the Zero Trusts. The sponsor will
sell units of the Zero Trusts to the Separate Account and has agreed to
repurchase units when Merrill Lynch Life needs to sell them to pay benefits and
make reallocations. Merrill Lynch Life pays the sponsor a fee for these
transactions and is reimbursed through the trust charge assessed to the
divisions investing in the Zero Trusts. (See "Charges to Divisions Investing in
the Zero Trusts" on page 23.)
    
 
                                       14
<PAGE>   19
 
MERRILL LYNCH LIFE AND MLPF&S
 
Merrill Lynch Life is a stock life insurance company organized under the laws of
the State of Washington in 1986 and redomesticated under the laws of the State
of Arkansas in 1991. It is an indirect wholly owned subsidiary of Merrill Lynch
& Co., Inc. Merrill Lynch Life is authorized to sell life insurance and
annuities in 49 states, Guam, the U.S. Virgin Islands and the District of
Columbia. It is also authorized to offer variable life insurance and variable
annuities in most jurisdictions.
 
   
MLPF&S is a wholly owned subsidiary of Merrill Lynch & Co., Inc. and provides a
broad range of securities brokerage and investment banking services in the
United States. It provides marketing services for Merrill Lynch Life and is the
principal underwriter of the Contracts issued through the Separate Account.
Merrill Lynch Life retains MLPF&S to provide services relating to the Contracts
under a distribution agreement. (See "Selling the Contracts" on page 35.)
    
 
                            FACTS ABOUT THE CONTRACT
 
WHO MAY BE COVERED
 
The Contract is available in most jurisdictions in which Merrill Lynch Life does
business. A Contract may be issued for an insured up to issue age 75. Merrill
Lynch Life will consider issuing Contracts for insureds above age 75 on an
individual basis. The insured's issue age is his or her age as of the birthday
nearest the contract date. The insured must also meet Merrill Lynch Life's
medical and other underwriting requirements.
 
Merrill Lynch Life uses two methods of underwriting:
 
     - simplified underwriting, with no physical exam; and
 
     - para-medical or medical underwriting with a physical exam.
 
   
Simplified underwriting is not available for insureds under age 35. The initial
payment plus the planned periodic payments elected and the age and sex (except
where unisex rates are required by state law) of the insured determine whether
Merrill Lynch Life will do underwriting on a simplified or medical basis. The
maximum initial payment where a periodic payment plan is selected, or the
maximum initial payment plus the SPIAR payment where a combination periodic plan
is selected, that will be underwritten on a simplified basis is set out in the
charts below.
    
 
   
<TABLE>
<CAPTION>
                                                          COMBINATION PERIODIC
                                                              PLAN (SPIAR)
                                                 ---------------------------------------
                                                                                 MAXIMUM
                 PERIODIC PLAN                                                   INITIAL
    ---------------------------------------                                      PAYMENT
                                    MAXIMUM                                       PLUS
                                    INITIAL                                       SPIAR
                 AGE                PAYMENT                   AGE                PAYMENT
    -----------------------------   -------      -----------------------------   -------
    <S>                             <C>          <C>                             <C>
                                                 0-29.........................   $20,000
    35-39........................   $4,000       30-39........................   25,000
    40-49........................    5,000       40-49........................   35,000
    50-59........................    7,500       50-59........................   55,000
    60-75........................   10,000       60-75........................   75,000
</TABLE>
    
 
   
However, if the face amount is above the minimum face amount required for an
initial payment (see "Selecting the Initial Face Amount" on page 16), Merrill
Lynch Life will also take the net amount at risk into account in determining the
method of underwriting.
    
 
Merrill Lynch Life assigns insureds to underwriting classes which determine the
current cost of insurance rates used in calculating mortality cost deductions.
In assigning insureds to underwriting classes, Merrill Lynch Life distinguishes
between those insureds underwritten on a simplified basis and those on a
para-medical or medical basis. Under both the simplified and medical
underwriting methods, Contracts may be issued on insureds either in the standard
or non-smoker underwriting
 
                                       15
<PAGE>   20
 
   
class. Contracts may also be issued on insureds in a substandard underwriting
class. For a discussion of the effect of underwriting classification on
mortality cost deductions, see "Mortality Cost" on page 22.
    
 
   
For joint insureds, see modifications to this section on page 53.
    
 
PURCHASING A CONTRACT
 
To purchase a Contract the contract owner must complete an application and make
a payment. A periodic payment plan and the initial face amount are selected at
that time. The amount of the initial payment depends in part on the periodic
payment plan selected. Merrill Lynch Life will not accept an initial payment for
a specified face amount that will provide a guarantee period of less than one
year. (See "Selecting the Initial Face Amount" and "Initial Guarantee Period"
below.)
 
   
Insurance coverage generally begins on the contract date, which is usually the
next business day following receipt of the initial premium payment at Merrill
Lynch Life's Service Center. Temporary life insurance coverage may be provided
under the terms of a temporary insurance agreement. In accordance with Merrill
Lynch Life's underwriting rules, in most states, temporary life insurance
coverage may not exceed $300,000 and may not be in effect for more than 90 days.
As provided for under state insurance law, the contract owner, to preserve
insurance age, may be permitted to backdate the Contract. In no case may the
contract date be more than six months prior to the date the application was
completed. Charges for cost of insurance for the backdated period are deducted
on the first processing date after the contract date.
    
 
   
For joint insureds, see modifications to this section on page 54.
    
 
   
Selecting a Periodic Payment Plan.  Contract owners select a periodic payment
plan in the application, subject to the rules discussed below. The amount,
duration and frequency of planned payments must be specified, but the minimum
duration is seven contract years, the minimum amount of planned payments is
$4,000 per contract year, the amounts selected must be level, and, in each
contract year under the plan, the amount of planned payments selected must equal
the initial payment. In addition, the plan must comply with the 7-pay test.
Merrill Lynch Life will modify the periodic payment plan selected, if necessary,
to ensure compliance with the 7-pay test. (See "Planned Payments" on page 17.)
    
 
Selecting the Initial Face Amount.  Contract owners can specify the initial face
amount, within limits, subject to any minimum face amount requirements imposed
by the state in which they reside. These limits are based in part on the initial
payment and the periodic payment plan selected. The minimum initial face amount
is the amount that would satisfy the 7-pay test or, if greater, the face amount
that would provide a guarantee period for the whole of life assuming all planned
payments for a contract year are paid as of the first day of such contract year.
(See "Initial Guarantee Period" below.) If the contract owner elects to make
planned payments for a period shorter than the first nine contract years (or the
first ten contract years if the issue age of the insured is 71 or older), he or
she will not have a guarantee period for the whole of life at the end of the
periodic payment plan assuming all payments are made as planned. The maximum
face amount that may be specified is the amount which will provide the minimum
guarantee period, which in most states is one year. The initial face amount and
initial payment determine the guarantee period. If the initial face amount is in
excess of the minimum, the guarantee period will be shorter.
 
Initial Guarantee Period.  The initial guarantee period for a Contract will be
determined by the initial payment and face amount. It will not take the planned
payments into account. Instead, the guarantee period will be adjusted as each
planned payment is made.
 
The guarantee period is the period of time Merrill Lynch Life guarantees that
the Contract will remain in force regardless of investment experience unless the
debt exceeds certain values. The guarantee period is based on the guaranteed
maximum cost of insurance rates in the Contract, the deferred contract loading
and a 4% interest assumption. This means that for a given initial payment and
face amount, different insureds will have different guarantee periods depending
on their age,
 
                                       16
<PAGE>   21
 
sex and underwriting class. For example, an older insured will have a shorter
guarantee period than a younger insured of the same sex and in the same
underwriting class.
 
The maximum guarantee period is for the whole of the insured's life and the
minimum guarantee period in most states is one year.
 
PLANNED PAYMENTS
 
   
In the application contract owners select a periodic payment plan. This plan
must comply with Merrill Lynch Life's rules. (See "Selecting a Periodic Payment
Plan" on page 16.) The amount and duration of the planned payments selected, as
well as other factors, such as the face amount specified and the insured's age
and sex (except where unisex rates are required by state law), will affect
whether Merrill Lynch Life will do underwriting on a simplified or medical
basis. Once the selected plan is approved, a planned payment may be made at any
time without any additional evidence of insurability unless it increases the
face amount. In Kentucky, payments under a periodic payment plan may not be made
until after the first contract year.
    
 
Contract owners may elect another periodic payment plan at a date later than in
the application. The amount and duration of the payments elected, as well as
other factors, such as the current death benefit and the insured's age and sex
(except where unisex rates are required by state law), will affect whether
Merrill Lynch Life will require additional evidence of insurability. Currently,
Merrill Lynch Life will not allow the later election of a periodic payment plan
where additional evidence of insurability would put the insured in a different
underwriting class with different guaranteed or higher current cost of insurance
rates.
 
Contract owners may elect to make planned payments annually, semiannually or
quarterly, although no planned payments may be made until after the "free look"
period. Payments may also be made on a monthly basis if the contract owner
authorizes Merrill Lynch Life to deduct the payment from his or her checking
account (pre-authorized checking) or to withdraw the payment from his or her CMA
account. Merrill Lynch Life reserves the right to change or discontinue payment
deduction procedures. If a contract owner has the CMA Insurance Service, planned
payments under any of the above frequencies may be withdrawn automatically from
his or her CMA account and transferred to his or her Contract. The withdrawals
will continue under the selected plan until Merrill Lynch Life is notified
otherwise. For planned payments not being made under pre-authorized checking or
withdrawn from a CMA account, Merrill Lynch Life will send the contract owner
reminder notices.
 
   
Merrill Lynch Life may require satisfactory evidence of insurability before the
contract owner will be permitted to make any further additional payments under a
periodic payment plan if the payment increases the face amount of the Contract.
Failure to make a planned payment will affect the guarantee period. Making a
planned payment before the date specified for payment may affect the contract's
compliance with the 7-pay test. (See "Tax Considerations" on page 35.)
    
 
Contract owners may change the frequency, duration and the amount of planned
payments by sending a written request to the Service Center. They may request
one change in the amount, one change in the duration and one change in the
frequency of payments each contract year. Satisfactory evidence of insurability
may be required before the duration or the amount of payments can be increased.
The evidence requirements will be based on the amount of the increase in payment
and the duration, as well as other factors such as the current death benefit and
the insured's age and sex (except where unisex rates are required by state law).
 
   
For Contracts that otherwise comply with the 7-pay test, changing the frequency,
duration or the amount of planned payments may impact upon such compliance. (See
"Tax Considerations" on page 35.)
    
 
Payments Under a Combination Periodic Payment Plan.  Subject to state
regulation, contract owners may add a single premium immediate annuity rider
(SPIAR) to their Contract. This rider can be used as a convenient means to
pre-pay planned payments through a single deposit. It does so by providing a
fixed income for six years or more which can be used to fund the Contract.
 
                                       17
<PAGE>   22
 
The charge for this rider equals 5% of the rider's single payment amount and is
deducted directly from the single payment. Of this charge, 4.5% is attributable
to distribution expenses and 0.5% is attributable to issuance and administrative
expenses relating to the rider. This charge is in addition to the deferred
contract loading chargeable to payments made to the Contract from SPIAR income
payments. A charge for state premium taxes, which varies depending upon the
state in which the contract owner resides, is also deducted directly from the
single payment.
 
The deposit applied to purchase the SPIAR is not allocated to the Separate
Account and is not considered a payment to the Contract. Each amount paid under
the SPIAR and applied to the Contract is considered a payment to the Contract
when applied. Under this funding plan, a Contract should receive the favorable
tax treatment accorded to contracts which comply with the 7-pay test under
current federal tax law.
 
If the insured dies before the income period ends, Merrill Lynch Life will pay
the rider value in a lump sum to the beneficiary under the Contract. For tax
purposes, this payment won't be considered part of the life insurance death
benefit.
 
If the contract owner surrenders the rider before the end of the income period,
Merrill Lynch Life will pay the rider value over five years or apply it to a
lifetime income, as selected.
 
If the contract owner changes ownership of the Contract, Merrill Lynch Life will
change the owner of the SPIAR to the new owner of the contract.
 
If the contract owner dies before the income period ends, Merrill Lynch Life
will pay the remaining income payments to the new owner.
 
If the Contract ends because the insured dies (where the contract owner is not
the insured), because Merrill Lynch Life terminates the Contract, or because the
Contract is cancelled for its net cash surrender value, Merrill Lynch Life will
continue the annuity rider under the same terms. Alternatively, the contract
owner may choose one of the options available upon surrender of the rider.
 
The rider will not have any effect on the Contract's loan value. The reserves
for this rider will be held in Merrill Lynch Life's general account.
 
   
Pledging, assigning or gifting a Contract with the SPIAR may have tax
consequences to the contract owner. Contract owners are advised to consult their
tax advisor prior to effecting an assignment, pledge or gift of such a Contract.
For a discussion of the tax issues associated with use of a SPIAR, see "Tax
Considerations" on page 35.
    
 
The combination periodic plan is not available under a joint insureds Contract.
 
PAYMENTS WHICH ARE NOT UNDER A PERIODIC PAYMENT PLAN
 
   
After the "free look" period, contract owners may make additional payments which
are not under a periodic payment plan provided the attained age of the insured
is not over 80. Additional payments may be made at any time up to four times
each contract year and must be submitted with an Application for Additional
Payment. The minimum Merrill Lynch Life will accept for these payments is $500.
They may be made whether or not the contract owner is making planned payments.
In Kentucky, no additional payments may be made until after the first contract
year. For Contracts that otherwise comply with the 7-pay test, making an
additional payment that is not under the periodic payment plan selected when the
Contract was issued may impact upon such compliance. (See "Tax Considerations"
on page 35.)
    
 
Merrill Lynch Life may require satisfactory evidence of insurability before a
payment is accepted if the payment immediately increases the net amount at risk
under the Contract, if the contract owner is otherwise making planned payments
or if the guarantee period at the time of the payment is one year or less.
Currently, Merrill Lynch Life will not accept an additional payment which is not
under a periodic payment plan where the evidence of insurability would put the
insured in a different underwriting class with different guaranteed or higher
current cost of insurance rates.
 
                                       18
<PAGE>   23
 
If an additional payment requires evidence of insurability, Merrill Lynch Life
will invest that payment in the division investing in the Money Reserve
Portfolio. The additional payment will be invested in this division on the
business day next following receipt at the Service Center. Once the underwriting
is completed and the payment is accepted, the payment invested in the Money
Reserve Portfolio will automatically be allocated either according to
instructions or, if no instructions have been received, proportionately to the
investment base in the Contract's investment divisions.
 
EFFECT OF A PLANNED PAYMENT AND OTHER ADDITIONAL PAYMENTS
 
   
Currently, any additional payments (including planned payments) not requiring
evidence of insurability generally will be accepted the day they are received at
the Service Center. However, if acceptance of the payment would affect a
Contract's compliance with the 7-pay test, to the extent feasible, Merrill Lynch
Life will not accept that payment until the contract owner confirms his or her
intent to make that payment under those circumstances. If Merrill Lynch Life
holds the payment pending receipt of instructions, it will deposit the payment
in its general account and credit it with interest until the payment is returned
or accepted. In addition, planned payments received on the day prior to a due
date will be credited on the due date to facilitate compliance with the 7-pay
test; planned payments received more than one day prior to a due date will be
returned to the contract owner with instructions for timing planned payments to
facilitate compliance with the 7-pay test.
    
 
On the date Merrill Lynch Life receives and accepts an additional payment,
whether under a periodic payment plan or not, Merrill Lynch Life will:
 
     - increase the Contract's investment base by the amount of the payment;
 
   
     - increase the deferred contract loading (see "Deferred Contract Loading"
       on page 21);
    
 
   
     - reflect the payment in the calculation of the variable insurance amount
       (see "Variable Insurance Amount" on page 28); and
    
 
   
     - increase the fixed base by the amount of the payment less the deferred
       contract loading applicable to the payment (see "The Contract's Fixed
       Base" on page 25).
    
 
If an additional payment requires evidence of insurability, once underwriting is
completed and the payment is accepted, acceptance will be effective, and the
additional payment will be reflected in contract values as described above, as
of the next business day after the payment is received at the Service Center.
 
As of the processing date on or next following receipt and acceptance of an
additional payment, Merrill Lynch Life will increase either the guarantee period
or face amount or both. If the guarantee period prior to receipt and acceptance
of an additional payment is less than for life, payments will first be used to
extend the guarantee period. Any amount in excess of that required to extend the
guarantee period to the whole of life or any subsequent additional payment will
be used to increase the Contract's face amount.
 
   
Merrill Lynch Life will determine the increase in face amount by taking any
excess amount or subsequent additional payment, deducting the applicable
deferred contract loading, bringing the result up at an annual rate of 4%
interest from the date the additional payment is received and accepted to the
next processing date, and then multiplying by the applicable net single premium
factor. If the additional payment is received and accepted on a processing date,
the payment minus the deferred contract loading is multiplied by the applicable
net single premium factor. For a further discussion of the effect of additional
payments on a Contract's face amount, see "Additional Payments" in the Examples
on page 51.
    
 
   
Unless specified otherwise, if there is any debt, any payment made, other than
planned payments, will be used first as a loan repayment with any excess applied
as an additional payment. (See "Loans" on page 25.)
    
 
   
For joint insureds, see the modifications to this section on page 54.
    
 
                                       19
<PAGE>   24
 
CHANGING THE FACE AMOUNT
 
   
After the first contract year, if the insured is in a standard or non-smoker
underwriting class, a contract owner may request a change in the face amount of
his or her Contract without making an additional payment subject to the rules
and conditions discussed below. A change in face amount is not permitted if the
attained age of the insured is over 80. The minimum change in face amount is
$10,000 and only one change may be made each contract year. A change in face
amount may affect the mortality cost deduction. (See "Mortality Cost" on page
22.)
    
 
The effective date of the change will be the next processing date following the
receipt and acceptance of a written request, provided it is received at the
Service Center at least seven days before the processing date.
 
   
Changing the face amount may have tax consequences. (See "Tax Considerations" on
page 35.)
    
 
Increasing the Face Amount.  To increase the face amount of a Contract, Merrill
Lynch Life may require satisfactory evidence of insurability. When the face
amount is increased, the guarantee period is decreased. The maximum increase in
face amount is the amount which will provide the minimum guarantee period for
which Merrill Lynch Life would issue a Contract at the time of the request based
on the insured's attained age. Currently, Merrill Lynch Life will not permit an
increase in face amount where evidence of insurability, if required, would put
the insured in a different underwriting class with different guaranteed or
higher current cost of insurance rates.
 
Decreasing the Face Amount.  When the face amount of a Contract is decreased,
the guarantee period is increased. The maximum decrease in face amount is that
decrease which would provide the minimum face amount for which Merrill Lynch
Life would issue a Contract at the time of the request based on the insured's
attained age, sex (except where unisex rates are required by state law) and
underwriting class. Merrill Lynch Life won't permit a decrease in face amount
below the amount required to keep the Contract qualified as life insurance under
federal income tax laws.
 
   
Determining the New Guarantee Period.  As of the effective date of any change in
face amount, Merrill Lynch Life takes the fixed base on that date and, based on
the attained age and sex (except where unisex rates are required by state law)
of the insured and the new face amount of the Contract, it redetermines the
guarantee period. A 4% interest assumption and the guaranteed maximum cost of
insurance rates is used in these calculations. For a discussion of the effect of
changes in the face amount on a Contract's guarantee period, see "Changing the
Face Amount" in the Examples on page 51.
    
 
   
For joint insureds, see the modifications to this section on page 54.
    
 
INVESTMENT BASE
 
   
A Contract's investment base is the amount available for investment at any time.
It is the sum of the amounts invested in each of the investment divisions. On
the contract date, the investment base equals the initial payment. Merrill Lynch
Life adjusts the investment base daily to reflect the investment performance of
the investment divisions the contract owner has selected. (See "Net Rate of
Return for an Investment Division" on page 40.) The investment performance
reflects the deduction of Separate Account charges. (See "Charges to the
Separate Account" on page 23.)
    
 
   
Deductions for deferred contract loading, mortality cost and net loan cost, as
well as partial withdrawals and loans, decrease the investment base. (See
"Charges Deducted from the Investment Base" on page 21, "Partial Withdrawals" on
page 27 and "Loans" on page 25.) Loan repayments and additional payments
increase it. Contract owners may elect from which investment divisions loans and
partial withdrawals are taken and to which investment divisions repayments and
additional payments are added. If an election is not made, Merrill Lynch Life
will allocate increases and decreases proportionately to the investment base in
the investment divisions the contract owner has selected. (For special rules on
allocation of additional payments which require evidence of insurability, see
"Payments Which are Not Under a Periodic Payment Plan" on page 18.)
    
 
                                       20
<PAGE>   25
 
   
Initial Investment Allocation and Preallocation.  Through the first 14 days
following the in force date the initial payment will remain in the division
investing in the Money Reserve Portfolio. Thereafter, the investment base will
be reallocated to the investment divisions selected by the contract owner on the
application, if different. The contract owner may invest in up to five of the 38
investment divisions of the Separate Account.
    
 
   
Changing the Allocation.  After the first 14 days following the in force date, a
contract owner's investment base may be invested in up to five investment
divisions at any one time. Currently, investment allocations may be changed as
often as desired. However, Merrill Lynch Life may limit the number of changes
permitted but not to less than five each contract year. Contract owners will be
notified if limitations are imposed. In order to change their investment base
allocation, contract owners must call or write to the Service Center. (See "Some
Administrative Procedures" on page 31.)
    
 
Zero Trust Allocations.  Merrill Lynch Life will notify contract owners 30 days
before a Zero Trust in which they have invested matures. Contract owners must
tell Merrill Lynch Life in writing at least seven days before the maturity date
how to reinvest their funds in the division investing in that Zero Trust. If
Merrill Lynch Life is not notified, it will move the contract owner's investment
base in that division to the investment division investing in the Money Reserve
Portfolio.
 
Units of a specific Zero Trust may no longer be available when a request for
allocation is received. Should this occur, Merrill Lynch Life will attempt to
notify the contract owner immediately so that the request can be changed.
 
Allocation to the Division Investing in the Natural Resources
Portfolio.  Merrill Lynch Life and the Separate Account reserve the right to
suspend the sale of units of the investment division investing in the Natural
Resources Portfolio in response to conditions in the securities markets or
otherwise.
 
CHARGES DEDUCTED FROM THE INVESTMENT BASE
 
   
The charges described below are deducted pro-rata from the investment base on
processing dates. Merrill Lynch Life also deducts certain asset and trust
charges daily from the investment results of each investment division in the
Separate Account in determining its net rate of return. Currently the asset and
trust charges are equivalent to .90% and .34% annually at the beginning of the
year. (See "Charges to the Separate Account" on page 23.) The portfolios in the
Funds also pay monthly advisory fees and other expenses. (See "Charges to Fund
Assets" on page 23.) For a discussion of the charges applicable to the SPIAR
issued under a combination periodic plan, see page 15.
    
 
Deferred Contract Loading.  100% of all premium payments are invested in the
Separate Account. Chargeable to each payment is an amount called the deferred
contract loading. The deferred contract loading equals 9% of each payment. This
charge consists of a sales load, a charge for federal income taxes and a state
and local premium tax charge.
 
   
The sales load, equal to 4.5% of each payment, compensates Merrill Lynch Life
for sales expenses. The sales load may be reduced if cumulative payments are
sufficiently high to reach certain breakpoints (2% of payments in excess of $1.5
million and 0% of payments in excess of $4 million) and in certain group or
sponsored arrangements as described on page 34.
    
 
   
The charge for federal taxes is equal to 2% of each payment.
    
 
   
The state and local premium tax charge is equal to 2.5% of each payment.
    
 
   
Although chargeable to each payment, Merrill Lynch Life advances the amount of
the deferred contract loading to the investment divisions as part of a contract
owner's investment base. It then takes back these funds in equal installments on
the ten contract anniversaries following the date a payment is received and
accepted. This means that an amount equal to .90% of each payment is deducted
from the investment base on each of the ten contract anniversaries following the
payment. However, in determining a Contract's net cash surrender value, Merrill
Lynch Life subtracts from the investment base the balance of the deferred
contract loading which is chargeable to any payment
    
 
                                       21
<PAGE>   26
 
made but which has not yet been deducted. Thus, this balance is deducted in
determining the amount payable on surrender of the Contract.
 
During the period that the deferred contract loading is included in the
investment base, a positive net rate of return will give greater increases in
net cash surrender value and a negative net rate of return will give greater
decreases in net cash surrender value than if the loading had not been included
in the investment base.
 
   
For joint insureds, see the modifications to this subsection on page 54.
    
 
Mortality Cost.  Merrill Lynch Life deducts a mortality cost from the investment
base on each processing date after the contract date. This charge compensates
Merrill Lynch Life for the cost of providing life insurance coverage for the
insured. It is based on the underwriting class assigned to the insured, the
insured's sex (except where unisex rates are required by state law) and attained
age and the Contract's net amount at risk.
 
To determine the mortality cost, Merrill Lynch Life multiplies the current cost
of insurance rate by the Contract's net amount at risk (adjusted for interest at
an annual rate of 4%). The net amount at risk is the difference, as of the
previous processing date, between the death benefit and the cash surrender
value.
 
Current cost of insurance rates may be equal to or less than the guaranteed cost
of insurance rates depending on the insured's underwriting class, sex (except
where unisex rates are required by state law) and attained age. For all
insureds, current cost of insurance rates distinguish between insureds in the
simplified underwriting class and medical underwriting class. For insureds age
20 and over, current cost of insurance rates also distinguish between insureds
in a smoker (standard) underwriting class and insureds in a non-smoker
underwriting class. For Contracts issued on insureds under the same underwriting
method, current cost of insurance rates are lower for an insured in a non-smoker
underwriting class than for an insured of the same age and sex in a smoker
(standard) underwriting class. Also, current cost of insurance rates are lower
for an insured in a medical underwriting class than for a similarly situated
insured in a simplified underwriting class. The simplified current cost of
insurance rates are higher because less underwriting is performed and therefore
more risk is incurred.
 
Merrill Lynch Life guarantees that the current cost of insurance rates will
never exceed the maximum guaranteed rates shown in the Contract. The maximum
guaranteed rates for Contracts (other than those issued on a substandard basis)
do not exceed the rates based on the 1980 Commissioners Standard Ordinary
Mortality Table (CSO Table). Merrill Lynch Life may use rates that are equal to
or less than these rates, but never greater. The maximum rates for Contracts
issued on a substandard basis are based on a multiple of the 1980 CSO Table. Any
change in the cost of insurance rates will apply to all insureds of the same
age, sex and underwriting class whose Contracts have been in force for the same
length of time.
 
During the period between processing dates, the net cash surrender value takes
the mortality cost into account on a pro-rated basis. Thus, a pro-rata portion
of the mortality cost is deducted in determining the amount payable on surrender
of the Contract if the date of surrender is not a processing date.
 
   
For joint insureds, see the modifications to this subsection on page 55.
    
 
   
Maximum Mortality Cost.  During the guarantee period, Merrill Lynch Life limits
the deduction for mortality cost if investment results are unfavorable. This is
done by substituting the fixed base for the cash surrender value in determining
the net amount at risk and by multiplying by the guaranteed cost of insurance
rate. Merrill Lynch Life will deduct this alternate amount from the investment
base when it is less than the mortality cost that would have otherwise been
deducted. In effect, during the guarantee period, a contract owner will not be
charged for mortality costs that are greater than those for a comparable fixed
contract, based on 4% interest and the same guaranteed cost of insurance rates.
(See "The Contract's Fixed Base" on page 25.)
    
 
                                       22
<PAGE>   27
 
   
Net Loan Cost.  The net loan cost is explained under "Loans" on page 25.
    
 
CHARGES TO THE SEPARATE ACCOUNT
 
Each day Merrill Lynch Life deducts an asset charge from each division of the
Separate Account. The total amount of this charge is computed at .90% annually
at the beginning of the year. Of this amount, .75% is for
 
     - the risk assumed by Merrill Lynch Life that insureds as a group will live
       for a shorter time than actuarial tables predict. As a result, Merrill
       Lynch Life would be paying more in death benefits than planned; and
 
     - the risk assumed by Merrill Lynch Life that it will cost more to issue
       and administer the Contracts than expected.
 
The remaining amount, .15%, is for
 
   
     - the risks assumed by Merrill Lynch Life with respect to potentially
       unfavorable investment results. One risk is that the Contract's cash
       surrender value cannot cover the charges due during the guarantee period.
       The other risk is that Merrill Lynch Life may have to limit the deduction
       for mortality cost (see "Maximum Mortality Cost" on page 22).
    
 
   
The total charge may not be increased.
    
 
Charges to Divisions Investing in the Zero Trusts.  Merrill Lynch Life assesses
a daily trust charge against the assets of each division investing in the Zero
Trusts. This charge reimburses Merrill Lynch Life for the transaction charge
paid to MLPF&S when units are sold to the Separate Account.
 
The trust charge is currently equivalent to .34% annually at the beginning of
the year. It may be increased, but will not exceed .50% annually at the
beginning of the year. The charge is based on cost (taking into account our loss
of interest) with no expected profit.
 
   
Tax Charges.  Merrill Lynch Life has the right under the Contract to impose a
charge against Separate Account assets for its taxes, if any. Such a charge is
not currently imposed, but it may be in the future. However, see page 21 for a
discussion of tax charges included in deferred contract loading.
    
 
   
CHARGES TO FUND ASSETS
    
 
   
Charges to Series Fund Assets.  The Series Fund incurs operating expenses and
pays a monthly advisory fee to MLAM. This fee equals an annual rate of:
    
 
   
        - .50% of the first $250 million of the aggregate average daily net
          assets of the Series Fund;
    
 
   
        - .45% of the next $50 million of such assets;
    
 
   
        - .40% of the next $100 million of such assets;
    
 
   
        - .35% of the next $400 million of such assets; and
    
 
   
        - .30% of such assets over $800 million.
    
 
   
One or more of the insurance companies investing in the Series Fund has agreed
to reimburse the Series Fund so that the ordinary expenses of each portfolio
(which include the monthly advisory fee) do not exceed .50% of the portfolio's
average daily net assets. These companies have also agreed to reimburse MLAM for
any amounts it pays under the investment advisory agreement, as described below.
These reimbursement obligations will remain in effect so long as the advisory
agreement remains in effect and cannot be amended or terminated without Series
Fund approval.
    
 
   
Charges to Variable Series Funds Assets.  The Variable Series Funds incurs
operating expenses and pays a monthly advisory fee to MLAM. This fee equals an
annual rate of .60% of the average daily net assets of the Basic Value Focus
Fund, Global Bond Focus Fund and Global Utility Focus Fund. This fee equals an
annual rate of .30%, .75%, 1.00%, and .75% of the average daily net assets of
the
    
 
                                       23
<PAGE>   28
 
   
Index 500 Fund, the International Equity Focus Fund, the Developing Capital
Markets Focus Fund, and the Equity Growth Fund, respectively.
    
 
   
MLAM and Merrill Lynch Life Agency, Inc. have entered into two agreements which
limit the operating expenses paid by each Fund in a given year to 1.25% of its
average daily net assets, which is less than the expense limitations imposed by
state securities laws or published regulations thereunder. These reimbursement
agreements provide that any expenses in excess of 1.25% of average daily net
assets will be reimbursed to the Fund by MLAM which, in turn, will be reimbursed
by Merrill Lynch Life Agency, Inc.
    
 
   
Charges to AIM V.I. Funds Assets.  The AIM V.I. Funds incurs operating expenses
and pays a monthly advisory fee to AIM, which serves as the investment adviser
to each fund of the AIM V.I. Funds. As the investment adviser, AIM receives from
the AIM V.I. Capital Appreciation Fund and the AIM V.I. Value Fund an advisory
fee at an annual rate of .65% of each fund's average daily net assets.
    
 
   
Charges to Alliance Fund Assets.  The Alliance Fund incurs operating expenses
and pays a monthly advisory fee to Alliance, which serves as the investment
adviser to each fund of the Alliance Fund. As the investment adviser, Alliance
receives from the Alliance Premier Growth Portfolio an advisory fee at an annual
rate of 1.00% of the fund's average daily net assets.
    
 
   
Alliance voluntarily waives fees and expenses that exceed .95% of the average
net assets of the Alliance Fund attributable to such contracts. Alliance may
discontinue or reduce any waivers or assumptions of expenses at any time without
notice. Alliance, however, intends to continue such reimbursements for the
foreseeable future.
    
 
   
Charges to MFS Trust Assets.  The MFS Trust incurs operating expenses and pays a
monthly advisory fee to MFS, which serves as the investment adviser to each of
the funds of MFS Trust. As the investment adviser, MFS receives from the MFS
Emerging Growth Series and MFS Research Series an advisory fee, computed and
paid monthly, at an annual rate of .75% of the average daily net assets of the
respective fund.
    
 
   
Subject to termination or revision at the sole discretion of MFS, MFS has agreed
to bear expenses of the MFS Emerging Growth Series and the MFS Research Series
(the "Series") such that each Series' expenses, except for management fees
("Other Expenses"), do not exceed .25% of the average daily net assets of the
Series. The obligation of MFS to bear Other Expenses for a Series terminates on
the last day of the Series' fiscal year in which Other Expenses are less than or
equal to .25%.
    
 
GUARANTEE PERIOD
 
   
Merrill Lynch Life guarantees that the Contract will stay in force for the
guarantee period. The guarantee period will be affected by a requested change in
the face amount and may also be affected by additional payments. Each payment
will extend the guarantee period until such time as it is guaranteed for the
insured's life. A partial withdrawal may affect the guarantee period in certain
circumstances. Merrill Lynch Life will not cancel the Contract during the
guarantee period unless the debt exceeds certain contract values. (See "Loans"
on page 25.) A reserve is held in Merrill Lynch Life's general account to
support this guarantee.
    
 
   
When the Guarantee Period is Less Than for Life.  After the end of the guarantee
period, Merrill Lynch Life will cancel the Contract if the cash surrender value
on a processing date is negative. This negative cash surrender value will be
considered an overdue charge. (See "Charges Deducted from the Investment Base"
on page 21.)
    
 
Merrill Lynch Life will notify the contract owner before cancelling the
Contract. He or she will then have 61 days to pay the charges due on the
processing date when the cash surrender value became negative. Merrill Lynch
Life will cancel the Contract at the end of this grace period if payment has not
yet been received.
 
                                       24
<PAGE>   29
 
Subject to state regulation, if Merrill Lynch Life cancels a Contract, it may be
reinstated while the insured is still living if:
 
     - the reinstatement is requested within three years after the end of the
       grace period;
 
     - Merrill Lynch Life receives satisfactory evidence of insurability; and
 
     - the reinstatement payment is paid. The reinstatement payment is the
       minimum payment for which Merrill Lynch Life would then issue a Contract
       for the minimum guarantee period with the same face amount as the
       original Contract, based on the insured's attained age and underwriting
       class as of the effective date of the reinstated Contract.
 
A reinstated Contract will be effective on the processing date on or next
following the date the reinstatement application is approved.
 
   
For joint insureds, see the modifications to this section on page 55.
    
 
The Contract's Fixed Base.  On the contract date, the fixed base equals the cash
surrender value. From then on, the fixed base is calculated like the cash
surrender value except that the calculation substitutes 4% for the net rate of
return, the guaranteed maximum cost of insurance rates are substituted for the
current rates and it is calculated as though there had been no loans or
repayments. The fixed base is equivalent to the cash surrender value for a
comparable fixed benefit contract with the same face amount and guarantee
period. After the guarantee period, the fixed base is zero. The fixed base is
used to limit the mortality cost deduction and Merrill Lynch Life's right to
cancel the Contract during the guarantee period.
 
NET CASH SURRENDER VALUE
 
A Contract's net cash surrender value fluctuates daily with the investment
results of the investment divisions selected. Merrill Lynch Life doesn't
guarantee any minimum net cash surrender value. On a processing date which is
also a contract anniversary, the net cash surrender value equals:
 
     - the Contract's investment base on that date;
 
   
     - minus the balance of the deferred contract loading which has not yet been
       deducted from the investment base (see "Deferred Contract Loading" on
       page 21).
    
 
If the date of calculation is not a processing date, the net cash surrender
value is calculated in a similar manner but Merrill Lynch Life also subtracts a
pro-rata portion of the mortality cost which would otherwise be deducted on the
next processing date. And, if there is any existing debt, Merrill Lynch Life
will also subtract a pro-rata net loan cost on dates other than the contract
anniversary.
 
Cancelling to Receive Net Cash Surrender Value.  A contract owner may cancel the
Contract at any time while the insured is living. The request must be in writing
in a form satisfactory to Merrill Lynch Life. All rights to death benefits will
end the date the written request is sent to Merrill Lynch Life.
 
   
The contract owner will then receive the net cash surrender value. The contract
owner may elect to receive this amount either in a single payment or under one
or more income plans described on page 33. The net cash surrender value will be
determined upon receipt of the written request at the Service Center.
    
 
   
For joint insureds, see the modifications to this subsection on page 55.
    
 
LOANS
 
Contract owners may use the Contract as collateral to borrow funds from Merrill
Lynch Life. The minimum loan is $1,000 unless the contract owner is borrowing to
make a payment on another Merrill Lynch Life variable life insurance contract.
In that case, the contract owner may borrow the exact amount required even if
it's less than $1,000. Contract owners may repay all or part of the loan any
time during the insured's lifetime. Each repayment must be for at least $1,000
or the amount of
 
                                       25
<PAGE>   30
 
the debt, if less. Loan repayments will first be allocated to loans above the
target loan amount and then to loans from the target loan amount. (See "Target
Loan Amount" below.)
 
Certain states won't permit a minimum amount that can be borrowed or repaid.
 
When a loan is taken, Merrill Lynch Life transfers a portion of the contract
owner's investment base equal to the amount borrowed out of the investment
divisions and holds it as collateral in its general account. When a loan
repayment is made, Merrill Lynch Life transfers an amount equal to the repayment
from the general account to the investment divisions. The contract owner may
select from which divisions borrowed amounts should be taken and which divisions
should receive repayments (including interest payments). Otherwise, Merrill
Lynch Life will take the borrowed amounts proportionately from and make
repayments proportionately to the contract owner's investment base as then
allocated in the investment divisions.
 
If a contract owner has the CMA Insurance Service, loans may be transferred to
and loan repayments transferred from his or her CMA account.
 
Effect on Death Benefit and Cash Surrender Value.  Whether or not a loan is
repaid, taking a loan will have a permanent effect on a Contract's cash
surrender value and may have a permanent effect on its death benefit. This is
because the collateral for a loan does not participate in the performance of the
investment divisions while the loan is outstanding. If the amount credited to
the collateral is more than what is earned in the investment divisions, the cash
surrender value will be higher as a result of the loan, as may be the death
benefit. Conversely, if the amount credited is less, the cash surrender value
will be lower, as may be the death benefit. In that case, the lower cash
surrender value may cause the Contract to lapse sooner than if no loan had been
taken.
 
Loan Value.  The loan value of a Contract equals 90% of its cash surrender
value. The sum of all outstanding loan amounts plus accrued interest is called
debt. The maximum amount that can be borrowed at any time is the difference
between the loan value and the debt. The cash surrender value is the net cash
surrender value plus any debt.
 
Target Loan Amount.  A loan is deemed to first be taken from the target loan
amount, if any, and then from amounts above the target loan amount. The target
loan amount is equal to the investment base at the time a loan is made, plus
prior loans not repaid, plus prior withdrawals made, less the initial and any
additional payments made.
 
   
Interest.  While a loan is outstanding, Merrill Lynch Life charges interest of
6% annually, subject to state regulation. Interest accrues each day and payments
are due at the end of each contract year. IF THE INTEREST ISN'T PAID WHEN DUE,
IT IS ADDED TO THE OUTSTANDING LOAN AMOUNT. Policy debt is considered part of
total cash value which is used to calculate gain. Interest paid on a loan
generally is not tax deductible. (See "Tax Treatment of Loans and Other
Distributions" on page 36.)
    
 
The amount held in Merrill Lynch Life's general account as collateral for a loan
earns interest at a minimum of 4% annually. The amount held in Merrill Lynch
Life's general account as collateral for loans taken up to the target loan
amount currently earns interest at 6% annually.
 
Net Loan Cost.  On each contract anniversary, Merrill Lynch Life reduces the
investment base by the net loan cost (the difference between the interest
charged and the earnings on the amount held as collateral in the general
account) and adds that amount to the amount held in the general account as
collateral for the loan. Since the interest charged and the collateral earnings
on the target loan amount currently are both 6% annually, there is no net loan
cost on loaned amounts up to the target loan amount. Since the interest charged
on amounts above the target loan amount is 6% and the collateral earnings on
such amounts are 4%, the net loan cost on loaned amounts above the target loan
amount is 2%. The net loan cost is taken into account in determining the net
cash surrender value of the Contract if the date of surrender is not a contract
anniversary.
 
Cancellation Due to Excess Debt.  If the debt exceeds the larger of the cash
surrender value and the fixed base on a processing date, Merrill Lynch Life will
cancel the Contract 61 days after a notice of intent to terminate the Contract
is mailed to the contract owner unless Merrill Lynch Life has
 
                                       26
<PAGE>   31
 
   
received at least the minimum repayment amount specified in the notice. If the
Contract lapses with a loan outstanding, adverse tax consequences may result.
(See "Tax Considerations" on page 35.)
    
 
PARTIAL WITHDRAWALS
 
Currently, after a Contract is in force for fifteen years, and subject to state
regulation, a contract owner may make partial withdrawals by submitting a
request in a form satisfactory to Merrill Lynch Life. The effective date of the
withdrawal is the date a withdrawal request is received at the Service Center.
Contract owners may elect to receive the withdrawal amount either in a single
payment or, subject to Merrill Lynch Life's rules, under one or more income
plans.
 
Contract owners may make one partial withdrawal each contract year. The minimum
amount for each partial withdrawal is $500. The maximum amount of partial
withdrawals is set forth below.
 
<TABLE>
<CAPTION>
                                 CONTRACT YEAR                    MAXIMUM
                             ----------------------        ----------------------
                             <S>                           <C>
                             16....................        25% of payments made
                             17....................        50%
                             18....................        75%
                             19+...................        100%
</TABLE>
 
The amount of any partial withdrawal may not exceed the loan value less any
debt. The total amount of partial withdrawals may not exceed the amount of the
initial payment plus any additional payments made under the Contract. A partial
withdrawal may not be repaid.
 
Effect on Investment Base, Fixed Base and Death Benefit.  As of the effective
date of the withdrawal, the investment base and fixed base will be reduced by
the amount of the partial withdrawal. Merrill Lynch Life allocates this
reduction proportionately to the investment base in the contract owner's
investment divisions unless notified otherwise. The variable insurance amount
will also reflect the partial withdrawal as of the effective date.
 
   
Effect on Guaranteed Benefits.  As of the processing date on or next following a
partial withdrawal, Merrill Lynch Life reduces the Contract's face amount. This
is done by taking the fixed base as of that processing date and determining what
face amount that fixed base would support for the Contract's guarantee period.
If this produces a face amount below the minimum face amount for the Contract,
Merrill Lynch Life will reduce the face amount to that minimum and reduce the
guarantee period, based on the reduced face amount, the fixed base and the
insured's sex, (except where unisex rates are required by state law) attained
age and underwriting class. The minimum face amount for a Contract is the
greater of the minimum face amount for which Merrill Lynch Life would then issue
the Contract, based on the insured's sex, attained age and underwriting class,
and the minimum amount required to keep the Contract qualified as life insurance
under applicable tax law. For a discussion of the effect of partial withdrawals
on a Contract's guaranteed benefits, see "Partial Withdrawals" in the Examples
on page 52.
    
 
   
A partial withdrawal may affect compliance with the 7-pay test. For a discussion
of the tax issues associated with a partial withdrawal, see "Tax Considerations"
on page 35.
    
 
Partial withdrawals are not available under a joint insureds Contract.
 
DEATH BENEFIT PROCEEDS
 
   
Merrill Lynch Life will pay the death benefit proceeds to the beneficiary upon
receipt of all information needed to process the payment, including due proof of
the insured's death. When Merrill Lynch Life is first provided reliable
notification of the insured's death by a representative of the owner or the
insured, investment base may be transferred to the division investing in the
Money Reserve Portfolio, pending payment of death benefit proceeds.
    
 
                                       27
<PAGE>   32
 
Amount of Death Benefit Proceeds.  The death benefit proceeds are equal to the
death benefit, which is the larger of the current face amount and the variable
insurance amount, less any debt. The death benefit proceeds will also include
any amounts payable under any riders.
 
   
The values used in calculating the death benefit proceeds are as of the date of
death. The death benefit will never be less than the amount required to keep the
Contract qualified as life insurance under federal income tax laws. If the
insured dies during the grace period, the death benefit proceeds equal the death
benefit proceeds in effect immediately prior to the grace period reduced by any
overdue charges. (See "When the Guarantee Period is Less Than for Life" on page
24.)
    
 
Variable Insurance Amount.  Merrill Lynch Life determines the variable insurance
amount daily by:
 
     - calculating the cash surrender value; and
 
     - multiplying by the net single premium factor (explained below).
 
The variable insurance amount will never be less than required by federal tax
law.
 
Net Single Premium Factor.  The net single premium factor is used to determine
the amount of death benefit purchased by $1.00 of cash surrender value. It is
based on the insured's sex (except where unisex rates are required by state
law), underwriting class and attained age on the date of calculation. It
decreases daily as the insured's age increases. As a result, the variable
insurance amount as a multiple of the cash surrender value will decrease over
time. Also, net single premium factors may be higher for a woman than for a man
of the same age. A table of net single premium factors as of each anniversary is
included in the Contract.
 
                Table of Illustrative Net Single Premium Factors
                                on Anniversaries
                          Standard Underwriting Class
 
<TABLE>
<CAPTION>
ATTAINED
  AGE          MALE        FEMALE
- --------     --------     --------
<S>          <C>          <C>
    5        10.26609     12.37715
   15         7.41160      8.96255
   25         5.50386      6.47763
   35         3.97199      4.64820
   45         2.87751      3.36402
   55         2.14059      2.48932
   65         1.65787      1.87555
   75         1.35396      1.45951
   85         1.18028      1.21264
</TABLE>
 
   
For joint insureds, see the modifications to this section on page 55.
    
 
PAYMENT OF DEATH BENEFIT PROCEEDS
 
Merrill Lynch Life will generally pay the death benefit proceeds to the
beneficiary within seven days after all the information needed to process the
payment is received at its Service Center.
 
   
Merrill Lynch Life will add interest from the date of the insured's death to the
date of payment at an annual rate of at least 4%. The beneficiary may elect to
receive the proceeds either in a single payment or under one or more income
plans described on page 33. Payment may be delayed if the Contract is being
contested or under the circumstances described in "Using the Contract" on page
29 and "Other Contract Provisions" on page 32.
    
 
   
For joint insureds, see the modifications to this section on page 55.
    
 
                                       28
<PAGE>   33
 
RIGHT TO CANCEL ("FREE LOOK" PERIOD) OR EXCHANGE
 
A contract owner may cancel his or her Contract during the "free look" period by
returning it for a refund. Generally, the "free look" period ends ten days after
the Contract is received. Some states allow a longer period of time to return
the Contract. If required by the contract owner's state, the "free look" period
ends the later of ten days after receiving the Contract and 45 days from the
date the application is completed. To cancel the Contract during the "free look"
period, the contract owner must mail or deliver the Contract to Merrill Lynch
Life's Service Center or to the registered representative who sold it. Merrill
Lynch Life will refund the payments made without interest. If cancelled, Merrill
Lynch Life may require the contract owner to wait six months before applying
again.
 
Exchanging the Contract.  Contract owners may exchange their Contracts for a
contract with benefits that do not vary with the investment results of a
separate account. A request to exchange must be in writing within 18 months of
the issue date of the Contract. Also, the original Contract must be returned to
Merrill Lynch Life's Service Center.
 
The new contract will have the same owner and beneficiary as those of the
original Contract on the date of the exchange. It will have the same issue age,
issue date, face amount, cash surrender value, benefit riders and underwriting
class as the original Contract on the date of the exchange. Any debt will be
carried over to the new contract.
 
Merrill Lynch Life will not require evidence of insurability to exchange for a
new contract.
 
   
For joint insureds, see the modifications to this section on page 55.
    
 
REPORTS TO CONTRACT OWNERS
 
After the end of each processing period, contract owners will be sent a
statement of the allocation of their investment base, death benefit, cash
surrender value, any debt and, if there has been a change, the new face amount
and guarantee period. All figures will be as of the end of the immediately
preceding processing period. The statement will show the amounts deducted from
or added to the investment base during the processing period. The statement will
also include any other information that may be currently required by a contract
owner's state.
 
   
Contract owners will receive confirmation of all financial transactions. Such
confirmations will show the price per unit of each of the contract owner's
investment divisions, the number of units a contract owner has in the investment
division and the value of the investment division computed by multiplying the
quantity of units by the price per unit. (See "Net Rate of Return for an
Investment Division" on page 40.) The sum of the values in each investment
division is a contract owner's investment base.
    
 
   
Contract owners will also be sent an annual and a semi-annual report containing
financial statements and a list of portfolio securities of the Funds, as
required by the Investment Company Act of 1940.
    
 
CMA Account Reporting.  Contract owners who have the CMA Insurance Service will
have certain Contract information included as part of their regular monthly CMA
account statement. It will list the investment base allocation, death benefit,
net cash surrender value, debt and any CMA account activity affecting the
Contract during the month.
 
                            MORE ABOUT THE CONTRACT
 
USING THE CONTRACT
 
Ownership.  The contract owner is usually the insured, unless another owner has
been named in the application. The contract owner has all rights and options
described in the Contract.
 
The contract owner may want to name a contingent owner. If the contract owner
dies before the insured, the contingent owner will own the contract owner's
interest in the Contract and have all the
 
                                       29
<PAGE>   34
 
contract owner's rights. If the contract owner does not name a contingent owner,
the contract owner's estate will own the contract owner's interest in the
Contract upon the owner's death.
 
If there is more than one contract owner, Merrill Lynch Life will treat the
owners as joint tenants with rights of survivorship unless the ownership
designation provides otherwise. The owners must exercise their rights and
options jointly, except that any one of the owners may reallocate the Contract's
investment base by phone if the owner provides the personal identification
number as well as the Contract number. One contract owner must be designated, in
writing, to receive all notices, correspondence and tax reporting to which
contract owners are entitled under the Contract.
 
   
Changing the Owner.  During the insured's lifetime, the contract owner has the
right to transfer ownership of the Contract with the consent of any irrevocable
beneficiary. The new owner will have all rights and options described in the
Contract. The change will be effective as of the day the notice is signed, but
will not affect any payment made or action taken by Merrill Lynch Life before
receipt of the notice of the change at the Service Center. Changing the owner
may have tax consequences. (See "Tax Considerations" on page 35.)
    
 
Assigning the Contract as Collateral.  Contract owners may assign the Contract
as collateral security for a loan or other obligation. This does not change the
ownership. However, the contract owner's rights and any beneficiary's rights are
subject to the terms of the assignment. Contract owners must give satisfactory
written notice at the Service Center in order to make or release an assignment.
Merrill Lynch Life is not responsible for the validity of any assignment.
 
   
For a discussion of the tax issues associated with a collateral assignment, see
"Tax Considerations" on page 35.
    
 
Naming Beneficiaries.  Merrill Lynch Life will pay the primary beneficiary the
death benefit proceeds of the Contract on the insured's death. If the primary
beneficiary has died, Merrill Lynch Life will pay the contingent beneficiary. If
no contingent beneficiary is living, Merrill Lynch Life will pay the insured's
estate.
 
A contract owner may name more than one person as primary or contingent
beneficiaries. Merrill Lynch Life will pay proceeds in equal shares to the
surviving beneficiary unless the beneficiary designation provides otherwise.
 
A contract owner has the right to change beneficiaries during the insured's
lifetime, unless the primary beneficiary designation has been made irrevocable.
If the designation is irrevocable, the primary beneficiary must consent when
certain rights and options are exercised under this Contract. If the beneficiary
is changed, the change will take effect as of the day the notice is signed, but
will not affect any payment made or action taken by Merrill Lynch Life before
receipt of the notice of the change at the Service Center.
 
   
Changing the Insured.  If permitted by state regulation, and subject to certain
requirements, contract owners may request a change of insured once each contract
year. Merrill Lynch Life must receive a written request signed by the contract
owner and the proposed new insured. Neither the original nor the new insured can
have attained ages as of the effective date of the change less than 21 or more
than 75. The new insured must have been alive at the time the Contract was
issued. Merrill Lynch Life will also require evidence of insurability for the
proposed new insured. The proposed new insured must qualify for a standard or
better underwriting classification. Outstanding debt must first be repaid and
the Contract cannot be collaterally assigned. If the request for change is
approved, insurance coverage on the new insured will take effect on the
processing date on or next following the date of approval, provided the new
insured is still living and the Contract is still in force.
    
 
The Contract will be changed as follows on the effective date:
 
     - The issue age will be the new insured's issue age (the new insured's age
       as of the birthday nearest the contract date).
 
                                       30
<PAGE>   35
 
     - The guaranteed maximum cost of insurance rates will be those in effect on
       the contract date for the new insured's issue age, sex (except where
       unisex rates are required by state law) and underwriting class.
 
     - A charge for changing the insured will be deducted from the Contract's
       investment base on the effective date. This charge will also be reflected
       in the Contract's fixed base. The charge will equal $1.50 per $1,000 of
       face amount with a minimum charge of $200 and a maximum of $1,500. This
       charge may be reduced in certain group or sponsored arrangements as
       described on page 29.
 
     - The variable insurance amount will reflect the change of insured.
 
     - The Contract's issue date will be the effective date of the change.
 
The face amount or guarantee period may also change on the effective date
depending on the new insured's age, sex (except where unisex rates are required
by state law) and underwriting class. The new guarantee period cannot be less
than the minimum guarantee period for which Merrill Lynch Life would then issue
a Contract based on the new insured's attained age as of the effective date of
the change.
 
   
This option is not generally available for joint insureds.
    
 
   
For a discussion of the tax issues associated with changing the insured, see
"Tax Considerations" on page 35.
    
 
   
Maturity Proceeds.  The maturity date is the contract anniversary nearest the
insured's 100th birthday. On the maturity date, Merrill Lynch Life will pay the
net cash surrender value to the contract owner, provided the insured is still
living at that time and the Contract is in effect at that time.
    
 
How Merrill Lynch Life Makes Payments.  Merrill Lynch Life generally pays death
benefit proceeds, partial withdrawals, loans and net cash surrender value on
cancellation from the Separate Account within seven days after the Service
Center receives all the information needed to process the payment.
 
   
However, it may delay payment from the Separate Account if it isn't practical
for Merrill Lynch Life to value or dispose of Trust units or Fund shares
because:
    
 
     - the New York Stock Exchange is closed, other than for a customary weekend
       or holiday; or
 
     - trading on the New York Stock Exchange is restricted by the Securities
       and Exchange Commission; or
 
     - the Securities and Exchange Commission declares that an emergency exists
       such that it is not reasonably practical to dispose of securities held in
       the Separate Account or to determine the value of their assets; or
 
     - the Securities and Exchange Commission by order so permits for the
       protection of contract owners.
 
   
For joint insureds, see the modifications to this section on page 55.
    
 
SOME ADMINISTRATIVE PROCEDURES
 
Described below are certain administrative procedures. Merrill Lynch Life
reserves the right to modify them or to eliminate them. For administrative and
tax purposes, Merrill Lynch Life may from time to time require that specific
forms be completed in order to accomplish certain transactions, including
surrenders.
 
   
Personal Identification Number.  Merrill Lynch Life will send each contract
owner a four-digit personal identification number ("PIN") shortly after the
Contract is placed in force and before the end of the "free look" period. This
number must be given when the contract owner calls the Service
    
 
                                       31
<PAGE>   36
 
   
Center to get information about the Contract, to make a loan (if an
authorization is on file), or to make other requests. Each PIN will be
accompanied by a notice reminding the contract owner that all of the investment
base is in the division investing in the Money Reserve Portfolio, and will be
reallocated to the investment divisions selected at the time of application. The
notice sent to contract owners who did not choose to preallocate investment base
will indicate that the allocation to the Money Reserve Portfolio may be changed
by calling or writing to the Service Center. (See "Changing the Allocation" on
page 21.)
    
 
Reallocating the Investment Base.  Contract owners can reallocate their
investment base either in writing in a form satisfactory to Merrill Lynch Life
or by phone. If the reallocation is requested by phone, contract owners must
give their personal identification number as well as their Contract number.
Merrill Lynch Life will give a confirmation number over the phone and then
follow up in writing.
 
Requesting a Loan.  A loan may be requested in writing in a form satisfactory to
Merrill Lynch Life or, if all required authorization forms are on file, by
phone. Once the authorization has been received at the Service Center, contract
owners can call the Service Center, give their Contract number, name and
personal identification number, and tell Merrill Lynch Life the loan amount and
from which divisions the loan should be taken.
 
Upon request, Merrill Lynch Life will wire the funds to the account at the
financial institution named on the contract owner's authorization. Merrill Lynch
Life will generally wire the funds within two working days of receipt of the
request. If the contract owner has the CMA Insurance Service, funds may be
transferred directly to that CMA account.
 
   
Requesting Partial Withdrawals.  Beginning in the second contract year, partial
withdrawals may be requested in writing in a form satisfactory to Merrill Lynch
Life. A contract owner may request a partial withdrawal by phone if all required
phone authorization forms are on file. Once the authorization has been received
at the Service Center, contract owners can call the Service Center, give their
Contract number, name and personal identification number, and tell Merrill Lynch
Life how much to withdraw and from which investment divisions.
    
 
Upon request, Merrill Lynch Life will wire the funds to the account at the
financial institution named on the contract owner's authorization. Merrill Lynch
Life will generally wire the funds within two working days of receipt of the
request. If the contract owner has the CMA Insurance Service, funds may be
transferred directly to that CMA account.
 
Telephone Requests.  A telephone request for a loan, partial withdrawal or a
reallocation received before 4 p.m. (ET) generally will be processed the same
day. A request received at or after 4 p.m. (ET) will be processed the following
business day. Merrill Lynch Life reserves the right to change or discontinue
telephone transfer procedures.
 
   
Merrill Lynch Life will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. These procedures may
include, but are not limited to, possible recording of telephone calls and
obtaining appropriate identification before effecting any telephone
transactions. Merrill Lynch Life will not be liable for following telephone
instructions that it reasonably believes to be genuine.
    
 
OTHER CONTRACT PROVISIONS
 
In Case of Errors in the Application.  If an age or sex given in the application
is wrong, it could mean that the face amount or any other Contract benefit is
wrong. Merrill Lynch Life will pay what the payments made would have bought for
the guarantee period at the true age or sex.
 
Incontestability.  Merrill Lynch Life will rely on statements made in the
applications. Legally, they are considered representations, not warranties.
Merrill Lynch Life can contest the validity of a Contract if any material
misstatements are made in the initial application. Merrill Lynch Life can also
contest the validity of any change in face amount requested if any material
misstatements are made in any application required for that change. Merrill
Lynch Life can also contest any amount of death
 
                                       32
<PAGE>   37
 
benefit which wouldn't be payable except for the fact that an additional payment
was made if any material misstatements are made in the application required with
the additional payment.
 
Subject to state regulation, Merrill Lynch Life will not contest the validity of
a Contract after it has been in effect during the insured's lifetime for two
years from the date of issue. Any change in face amount will not be contested
after the change has been in effect during the insured's lifetime for two years
from the date of the change. Nor will Merrill Lynch Life contest any amount of
death benefit attributable to an additional payment after the death benefit has
been in effect during the insured's lifetime for two years from the date the
payment was received and accepted.
 
Payment in Case of Suicide.  Subject to state regulation, if the insured commits
suicide within two years from the Contract's issue date, Merrill Lynch Life will
pay only a limited death benefit. The benefit will be equal to the amount of the
payments made.
 
Subject to state regulation, if the insured commits suicide within two years of
the effective date of any increase in face amount requested, any amount of death
benefit which would not be payable except for the fact that the face amount was
increased will be limited to the amount of mortality cost deductions made for
the increase.
 
If the insured commits suicide within two years of any date an additional
payment is received and accepted, any amount of death benefit which would not be
payable except for the fact that the additional payment was made will be limited
to the amount of the payment.
 
The death benefit will be reduced by any debt.
 
Contract Changes -- Applicable Federal Tax Law.  To receive the tax treatment
accorded to life insurance under federal income tax law, the Contract must
qualify initially and continue to qualify as life insurance under the Internal
Revenue Code or successor law. Therefore, to maintain this qualification to the
maximum extent of the law, Merrill Lynch Life reserves the right to return any
additional payments that would cause the Contract to fail to qualify as life
insurance under applicable tax law as interpreted by Merrill Lynch Life.
Further, Merrill Lynch Life reserves the right to make changes in the Contract
or its riders or to make distributions from the Contract to the extent it is
necessary to continue to qualify the Contract as life insurance. Any changes
will apply uniformly to all Contracts that are affected and contract owners will
be given advance written notice of such changes.
 
State Variations.  Certain Contract features, including the "free look" right,
are subject to state variation. The contract owner should read his or her
Contract carefully to determine whether any variations apply in the state in
which the Contract is issued.
 
   
For joint insureds, see the modifications to this section on page 56.
    
 
INCOME PLANS
 
Merrill Lynch Life offers several income plans to provide for payment of the
death benefit proceeds to the beneficiary. The contract owner may choose one or
more income plans at any time during the insured's lifetime. If no plan has been
chosen when the insured dies, the beneficiary has one year to apply the death
benefit proceeds either paid or payable to that beneficiary to one or more of
the plans. The contract owner may also choose one or more income plans if the
Contract is cancelled for its net cash surrender value or a partial withdrawal
is taken. Merrill Lynch Life's approval is needed for any plan where any income
payment would be less than $100. Payments under these plans do not depend on the
investment results of a separate account.
 
   
For joint insureds, see the modifications to this section on page 56.
    
 
Income plans include:
 
          Annuity Plan.  An amount can be used to purchase a single premium
     immediate annuity. (Annuity purchase rates will be 3% less than for new
     annuitants.)
 
                                       33
<PAGE>   38
 
          Interest Payment.  Amounts can be left with Merrill Lynch Life to earn
     interest at an annual rate of at least 3%. Interest payments can be made
     annually, semi-annually, quarterly or monthly.
 
          Income for a Fixed Period.  Payments are made in equal installments
     for up to a fixed number of years.
 
          Income for Life.  Payments are made in equal monthly installments
     until death of a named person or end of a designated period, whichever is
     later. The designated period may be for 10 or 20 years.
 
          Income of a Fixed Amount.  Payments are made in equal installments
     until proceeds applied under the option and interest on unpaid balance at
     not less than 3% per year are exhausted.
 
          Joint Life Income.  Payments are made in monthly installments as long
     as at least one of two named persons is living. While both are living, full
     payments are made. If one dies, payments at two-thirds of the full amount
     are made. Payments end completely when both named persons die.
 
Once in effect, some of the plans may not provide any surrender rights.
 
GROUP OR SPONSORED ARRANGEMENTS
 
For certain group or sponsored arrangements, Merrill Lynch Life may reduce the
sales load, cost of insurance rates and the minimum payment and may modify
underwriting classifications and requirements.
 
Group arrangements include those in which a trustee or an employer, for example,
purchases Contracts covering a group of individuals on a group basis. Sponsored
arrangements include those in which an employer allows Merrill Lynch Life to
sell Contracts to its employees on an individual basis.
 
Costs for sales, administration and mortality generally vary with the size and
stability of the group and the reasons the Contracts are purchased, among other
factors. Merrill Lynch Life takes all these factors into account when reducing
charges. To qualify for reduced charges, a group or sponsored arrangement must
meet certain requirements, including requirements for size and number of years
in existence. Group or sponsored arrangements that have been set up solely to
buy Contracts or that have been in existence less than six months will not
qualify for reduced charges.
 
Merrill Lynch Life makes any reductions according to rules in effect when an
application for a Contract or additional payment is approved. It may change
these rules from time to time. However, reductions in charges will not
discriminate unfairly against any person.
 
UNISEX LEGAL CONSIDERATIONS FOR EMPLOYERS
 
In 1983 the Supreme Court held in Arizona Governing Committee v. Norris that
optional annuity benefits provided under an employee's deferred compensation
plan could not, under Title VII of the Civil Rights Act of 1964, vary between
men and women. In addition, legislative, regulatory or decisional authority of
some states may prohibit use of sex-distinct mortality tables under certain
circumstances.
 
The Contracts offered by this Prospectus are based on mortality tables that
distinguish between men and women. As a result, the Contract pays different
benefits to men and women of the same age. Employers and employee organizations
should check with their legal advisers before purchasing these Contracts.
 
Some states prohibit the use of actuarial tables that distinguish between men
and women in determining payments and contract benefits for contracts issued on
the lives of their residents. Therefore, Contracts offered in this Prospectus to
insure residents of these states will have unisex
 
                                       34
<PAGE>   39
 
payments and benefits which are based on actuarial tables that do not
differentiate on the basis of sex.
 
SELLING THE CONTRACTS
 
MLPF&S is the principal underwriter of the Contract. It was organized in 1958
under the laws of the state of Delaware and is registered as a broker-dealer
under the Securities Exchange Act of 1934. It is a member of the National
Association of Securities Dealers, Inc. ("NASD"). The principal business address
of MLPF&S is World Financial Center, 250 Vesey Street, New York, New York 10281.
MLPF&S also acts as principal underwriter of other variable life insurance and
variable annuity contracts issued by Merrill Lynch Life, as well as variable
life insurance and variable annuity contracts issued by ML Life Insurance
Company of New York, an affiliate of Merrill Lynch Life. MLPF&S also acts as
principal underwriter of certain mutual funds managed by Merrill Lynch Asset
Management, the investment adviser for the Series Fund and the Variable Series
Funds.
 
Contracts are sold by registered representatives of MLPF&S who are also licensed
through various Merrill Lynch Life Agencies as insurance agents for Merrill
Lynch Life. Merrill Lynch Life has entered into a distribution agreement with
MLPF&S and companion sales agreements with the Merrill Lynch Life Agencies
through which agreements the Contracts and other variable life insurance
contracts issued through the Separate Account are sold and the registered
representatives are compensated by Merrill Lynch Life Agencies and/or MLPF&S.
 
The maximum commission Merrill Lynch Life will pay to the applicable insurance
agency to be used to pay Contract commissions to registered representatives is
7.1% of each Contract premium. Additional annual compensation of no more than
0.10% of the Contract's investment base may also be paid to the registered
representatives. Commissions may be paid in the form of non-cash compensation.
 
If the contract owner has also purchased the single premium immediate annuity
rider (SPIAR) to fund his or her Contract, the maximum commission Merrill Lynch
Life will pay to the applicable insurance agency to be used to pay SPIAR
commissions to registered representatives is 4.5% of each SPIAR premium.
 
   
The amounts paid under the distribution and sales agreements related to
Contracts invested in the Separate Account for the year ended December 31, 1996,
December 31, 1995 and December 31, 1994 were $10,059,108, $8,375,065, and
$8,456,418, respectively.
    
 
MLPF&S may arrange for sales of the Contract by other broker-dealers who are
registered under the Securities Exchange Act of 1934 and are members of the
NASD. Registered representatives of these other broker-dealers may be
compensated on a different basis than MLPF&S registered representatives.
 
TAX CONSIDERATIONS
 
Definition of Life Insurance.  In order to qualify as a life insurance contract
for federal tax purposes, the Contract must meet the definition of a life
insurance contract which is set forth in Section 7702 of the Internal Revenue
Code of 1986, as amended (the "Code"). The Section 7702 definition can be met if
a life insurance contract satisfies either one of two tests that are contained
in that section. The manner in which these tests should be applied to certain
innovative features of the Contract offered in this Prospectus is not directly
addressed by Section 7702 or the proposed regulations issued thereunder. The
presence of these innovative Contract features, and the absence of final
regulations or any other pertinent interpretations of the tests, thus creates
some uncertainty about the application of the tests to the Contract.
 
Merrill Lynch Life believes that the Contract qualifies as a life insurance
contract for federal tax purposes. This means that:
 
     - the death benefit should be fully excludable from the gross income of the
       beneficiary under Section 101(a)(1) of the Code; and
 
                                       35
<PAGE>   40
 
     - the contract owner should not be considered in constructive receipt of
       the cash surrender value, including any increases, until actual
       cancellation of the Contract (see "Tax Treatment of Loans and Other
       Distributions" below).
 
   
Because of the absence of final regulations or any other pertinent
interpretations of the Section 7702 tests, it, however, is unclear whether
substandard risk Contracts or Contracts insuring more than one person will, in
all cases, meet the statutory life insurance contract definition. If a contract
were determined not to be a life insurance contract for purposes of Section
7702, such contract would not provide most of the tax advantages normally
provided by a life insurance contract.
    
 
   
Merrill Lynch Life thus reserves the right to make changes in the Contract if
such changes are deemed necessary to attempt to assure its qualification as a
life insurance contract for tax purposes. (See "Contract Changes -- Applicable
Federal Tax Law" on page 33.)
    
 
   
Diversification.  Section 817(h) of the Code provides that separate account
investments (or the investments of a mutual fund, the shares of which are owned
by separate accounts of insurance companies) underlying the Contract must be
"adequately diversified" in accordance with Treasury regulations in order for
the Contract to qualify as life insurance. The Treasury Department has issued
regulations prescribing the diversification requirements in connection with
variable contracts. The Separate Account, through the Funds, intends to comply
with these requirements. Each Fund is obligated to comply with the
diversification requirements prescribed by the Treasury Department.
    
 
In connection with the issuance of the temporary diversification regulations,
the Treasury Department stated that it anticipates the issuance of regulations
or rulings prescribing the circumstances in which an owner's control of the
investments of a separate account may cause the owner, rather than the insurance
company, to be treated as the owner of the assets in the account. If the
contract owner is considered the owner of the assets of the Separate Account,
income and gains from the account would be included in the owner's gross income.
 
The ownership rights under the Contract offered in this Prospectus are similar
to, but different in certain respects from, those described by the Internal
Revenue Service in rulings in which it determined that the owners were not
owners of separate account assets. For example, the owner of the Contract has
additional flexibility in allocating payments and cash values. These differences
could result in the owner being treated as the owner of the assets of the
Separate Account. In addition, Merrill Lynch Life does not know what standards
will be set forth in the regulations or rulings which the Treasury has stated it
expects to be issued. Merrill Lynch Life therefore reserves the right to modify
the Contract as necessary to attempt to prevent the contract owner from being
considered the owner of the assets of the Separate Account.
 
Tax Treatment of Loans and Other Distributions.  Federal tax law establishes a
class of life insurance contracts referred to as modified endowment contracts. A
modified endowment contract is any contract which satisfies the definition of
life insurance set forth in Section 7702 of the Code but fails to meet the 7-pay
test. This test applies a cumulative limit on the amount of payments that can be
made into a contract each year in the first seven contract years in order to
avoid modified endowment treatment. In effect, compliance with the 7-pay test
requires that contracts be purchased with a higher face amount for a given
initial payment than would otherwise be required, at a minimum, to meet the
definition of life insurance.
 
Pre-death distributions from contracts that comply with the 7-pay test will
generally not be included in gross income to the extent that the amount received
does not exceed the owner's investment in the contract. Loans from these
contracts will be considered indebtedness of an owner and no part of a loan will
constitute income to the owner. However, a lapse of a contract with an
outstanding loan will result in the treatment of the loan cancellation
(including the accrued interest) as a distribution under the contract and may be
taxable.
 
Any contract received in an exchange for a modified endowment contract will be
considered a modified endowment contract and will be subject to the tax
treatment accorded to modified endowment contracts that is described in the
prospectus. A contract that is not originally classified as
 
                                       36
<PAGE>   41
 
a modified endowment contract can become so classified if there is a reduction
in benefits during the first seven contract years (including, for example, by a
decrease in face amount) or if a material change is made in the contract at any
time. A material change includes, but is not limited to, a change in the
benefits that was not reflected in a prior 7-pay test computation. This could
result from additional payments made after 7-pay test calculations done at the
time of the contract exchange. Contract owners may choose not to exercise their
right to make additional payments (whether planned or unplanned) in order to
preserve their Contract's current tax treatment.
 
   
Contracts that do not satisfy the 7-pay test, including contracts which
initially satisfied the 7-pay test but later failed the test, will be considered
modified endowment contracts subject to the following distribution rules. Loans
from, as well as collateral assignments of, modified endowment contracts will be
treated as distributions to the contract owner. Furthermore, if the loan
interest is capitalized by adding the amount due to the balance of the loan, the
amount of the capitalized interest will be treated as a distribution which may
be subject to income tax, to the extent of the income in the contract. All
pre-death distributions (including partial withdrawals, loans, collateral
assignments, capitalized interest, or complete surrender) from these contracts
will be included in gross income on an income-first basis to the extent of any
income in the contract (the cash surrender value less the contract owner's
investment in the contract) immediately before the distribution.
    
 
   
The law also imposes a 10% penalty tax on pre-death distributions (including
loans, capitalized interest, collateral assignments, partial withdrawals, and
complete surrenders) from modified endowment contracts to the extent they are
included in income, unless such amounts are distributed on or after the taxpayer
attains age 59 1/2, because the taxpayer is disabled, or as substantially equal
periodic payments over the taxpayer's life (or life expectancy) or over the
joint lives (or joint life expectancies) of the taxpayer and his or her
beneficiary.
    
 
Compliance with the 7-pay test does not imply or guarantee that only seven
payments will be required for the initial death benefit to be guaranteed for
life. Although this Contract is specifically designed to comply with the 7-pay
test and Merrill Lynch Life will modify the payment plan selected, if necessary,
to ensure that it complies with the test, certain actions by the contract owner
will affect the ability of Merrill Lynch Life to provide such a plan. Following
the payment plan as originally established will ensure that the Contract will
not be treated as a modified endowment contract. However, making payments in
addition to the planned periodic payments established at the onset of the
Contract (including payments made in connection with an increase in face
amount), accelerating the payment schedules or reducing the benefits during the
first seven contract years for a Contract with a single insured or at any time
for a Contract with joint insureds, may violate the 7-pay test or, at a minimum,
reduce the amount that may be paid in the future under the 7-pay test. Further,
in the case of a Contract with joint insureds, reducing the death benefit below
the lowest death benefit provided by the Contract during the first seven years
will require retroactive retesting and will probably result in a failure of the
7-pay test regardless of any efforts by Merrill Lynch Life to provide a payment
schedule that will not violate the 7-pay test.
 
   
Special Treatment of Loans on the Contract.  If there is any borrowing against
the Contract, whether a modified endowment contract or not, the interest paid on
loans generally is not tax deductible. There is a possibility that the part of
the loan equal to the target loan amount may be treated as subject to the rules
of Section 7872 of the Code. If so, the contract owner would be deemed to
receive imputed income. Furthermore, the contract owner would then be deemed to
pay Merrill Lynch Life additional interest accrued on the loan, which interest
may not be tax deductible. While the application of the Section 7872 imputed
interest rules to these loans is far from certain, some possibility of their
application does exist.
    
 
   
Aggregation of Modified Endowment Contracts.  In the case of a pre-death
distribution (including a loan, partial withdrawal, collateral assignment,
capitalized interest, or complete surrender) from a contract that is treated as
a modified endowment contract under the rules described above, a special
aggregation requirement may apply for purposes of determining the amount of the
income on the contract. Specifically, if Merrill Lynch Life or any of its
affiliates issues to the same contract owner more than one modified endowment
contract within a calendar year, then for purposes of measuring
    
 
                                       37
<PAGE>   42
 
the income on the contract with respect to a distribution from any of those
contracts, the income on the contract for all those contracts will be aggregated
and attributed to that distribution.
 
Taxation of Single Premium Immediate Annuity Rider.  If a SPIAR is used to make
the payments on the Contract, a portion of each payment from the annuity will be
includible in income for federal tax purposes when distributed. The amount of
taxable income consists of the excess of the payment amount over the exclusion
amount. The exclusion amount is defined as the payment amount multiplied by the
ratio of the investment in the annuity rider to the total amount expected to be
paid by Merrill Lynch Life under the annuity.
 
If payments cease because of death before the investment in the annuity rider
has been fully recovered, a deduction is allowed for the unrecovered amount.
Moreover, if the payments continue beyond the time at which the investment in
the annuity rider has been fully recovered, the full amount of each payment will
be includible in income. If the SPIAR is surrendered before all of the scheduled
payments have been made by Merrill Lynch Life, the remaining income in the
annuity rider will be taxed just as in the case of life insurance contracts.
 
Payments under an immediate annuity rider are not subject to the 10% penalty tax
that is generally applicable to distributions from annuities made before the
recipient attains age 59 1/2.
 
Other than the tax consequences described above, and assuming that the SPIAR is
not subjected to an assignment, gift or pledge, no income will be recognized to
the contract owner or beneficiary.
 
The SPIAR does not exist independently of a contract. Accordingly, there are tax
consequences if a contract with a SPIAR is assigned, transferred by gift, or
pledged. An owner of a Contract with a SPIAR is advised to consult a tax advisor
prior to effecting an assignment, gift or pledge of the contract.
 
   
Other Transactions.  Changing the contract owner or the insured may have tax
consequences. Exchanging this Contract for another involving the same insured(s)
will have no tax consequences if there is no debt and no cash or other property
is received, according to Section 1035(a)(1) of the Code. In addition,
exchanging this Contract for more than one contract, or exchanging this Contract
and one or more other contracts for a single contract, in certain circumstances,
may be treated as an exchange under Section 1035, as long as all such contracts
involve the same insured(s). An exchange for a new contract or contracts may
result in a loss of grandfathering status for statutory changes made after the
old contract or contracts were issued. Any new contract would have to satisfy
the 7-pay test from the date of the exchange to avoid characterization as a
modified endowment contract. Changing the insured under this Contract may not be
treated as an exchange under Section 1035 but rather as a taxable exchange. A
tax advisor should be consulted before effecting any exchange, since even if an
exchange is within Section 1035(a), the exchange may have tax consequences other
than immediate recognition of income.
    
 
In addition, the Contract may be used in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, retiree medical benefit plans and
others. The tax consequences of such plans may vary depending on the particular
facts and circumstances of each individual arrangement. Therefore, if you are
contemplating the use of a contract in any arrangement the value of which
depends in part on its tax consequences, you should be sure to consult a
qualified tax advisor regarding the tax attributes of the particular
arrangement.
 
Other Taxes.  Federal estate and state and local estate, inheritance and other
taxes depend upon the contract owner's or the beneficiary's specific situation.
 
Ownership of This Contract by Non-Natural Persons.  The above discussion of the
tax consequences arising from the purchase, ownership and transfer of the
Contract has assumed that the owner of the Contract consists of one or more
individuals. Organizations exempt from taxation under Section 501(a) of the Code
may be subject to additional or different tax consequences with respect to
transactions such as contract loans. Further, organizations purchasing Contracts
covering the life of an individual who is an officer or employee, or is
financially interested in, the taxpayer's
 
                                       38
<PAGE>   43
 
trade or business, should consult a tax advisor regarding possible tax
consequences associated with a Contract prior to the acquisition of this
Contract and also before entering into any subsequent changes to or transactions
under this Contract.
 
Merrill Lynch Life does not make any guarantee regarding the tax status of any
Contract or any transaction regarding the Contract.
 
The above discussion is not intended as tax advice. For tax advice contract
owners should consult a competent tax adviser. Although this tax discussion is
based on Merrill Lynch Life's understanding of federal income tax laws as they
are currently interpreted, it can't guarantee that those laws or interpretations
will remain unchanged.
 
MERRILL LYNCH LIFE'S INCOME TAXES
 
   
Insurance companies are generally required to capitalize and amortize certain
policy acquisition expenses over a ten year period rather than currently
deducting such expenses. This treatment applies to the deferred acquisition
expenses of a Contract and will result in a significantly higher corporate
income tax liability for Merrill Lynch Life in early contract years. Merrill
Lynch Life makes a charge, which is included in the Contract's deferred contract
loading, to compensate Merrill Lynch Life for the anticipated higher corporate
income taxes that result from the sale of a Contract. (See "Deferred Contract
Loading" on page 21.)
    
 
Merrill Lynch Life makes no other charges to the Separate Account for any
federal, state or local taxes that it incurs that may be attributable to the
Separate Account or to the Contracts. Merrill Lynch Life, however, reserves the
right to make a charge for any tax or other economic burden resulting from the
application of tax laws that it determines to be properly attributable to the
Separate Account or to the Contracts.
 
REINSURANCE
 
Merrill Lynch Life intends to reinsure some of the risks assumed under the
Contracts.
 
               MORE ABOUT THE SEPARATE ACCOUNT AND ITS DIVISIONS
 
ABOUT THE SEPARATE ACCOUNT
 
The Separate Account is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 as a unit investment trust. This
registration does not involve any supervision by the Securities and Exchange
Commission of Merrill Lynch Life's management or the management of the Separate
Account. The Separate Account is also governed by the laws of the State of
Arkansas, Merrill Lynch Life's state of domicile.
 
   
Merrill Lynch Life owns all of the assets of the Separate Account. These assets
are held separate and apart from all of Merrill Lynch Life's other assets.
Merrill Lynch Life maintains records of all purchases and redemptions of shares
of the Funds and units of the Zero Trusts by each of the investment divisions.
    
 
CHANGES WITHIN THE ACCOUNT
 
Merrill Lynch Life may from time to time make additional investment divisions
available to contract owners. These divisions will invest in investment
portfolios Merrill Lynch Life finds suitable for the Contracts. Merrill Lynch
Life also has the right to eliminate investment divisions from the Separate
Account, to combine two or more investment divisions, or to substitute a new
portfolio for the portfolio in which an investment division invests. A
substitution may become necessary if, in Merrill Lynch Life's judgment, a
portfolio no longer suits the purposes of the Contracts. This may happen due to
a change in laws or regulations or in a portfolio's investment objectives or
restrictions, or because the portfolio is no longer available for investment, or
for some other reason. Merrill Lynch Life would get prior approval from the
Arkansas State Insurance Department and the Securities and
 
                                       39
<PAGE>   44
 
Exchange Commission before making such a substitution. It would also get any
other required approvals before making such a substitution.
 
Subject to any required regulatory approvals, Merrill Lynch Life reserves the
right to transfer assets of the Separate Account or of any of the investment
divisions to another separate account or investment division.
 
When permitted by law, Merrill Lynch Life reserves the right to:
 
        - deregister the Separate Account under the Investment Company Act of
          1940;
 
        - operate the Separate Account as a management company under the
          Investment Company Act of 1940;
 
        - restrict or eliminate any voting rights of contract owners, or other
          persons who have voting rights as to the Separate Account; and
 
        - combine the Separate Account with other separate accounts.
 
NET RATE OF RETURN FOR AN INVESTMENT DIVISION
 
Each investment division has a distinct unit value (also referred to as "price"
or "separate account index" in reports furnished to the contract owner by
Merrill Lynch Life). When payments or other amounts are allocated to an
investment division, a number of units are purchased based on the value of a
unit of the investment division as of the end of the valuation period during
which the allocation is made. When amounts are transferred out of, or deducted
from, an investment division, units are redeemed in a similar manner. A
valuation period is each business day together with any non-business days before
it. A business day is any day the New York Stock Exchange is open or there's
enough trading in portfolio securities to materially affect the net asset value
of an investment division.
 
For each investment division, the separate account index was initially set at
$10.00. The separate account index for each subsequent valuation period
fluctuates based upon the net rate of return for that period. Merrill Lynch Life
determines the net rate of return of an investment division at the end of each
valuation period. The net rate of return reflects the investment performance of
the division for the valuation period and is net of the charges to the Separate
Account described above.
 
   
For divisions investing in the Funds, shares are valued at net asset value and
reflect reinvestment of any dividends or capital gains distributions declared by
the Funds.
    
 
For divisions investing in the Zero Trusts, units of each Zero Trust are valued
at the sponsor's repurchase price, as explained in the prospectus for the Zero
Trusts.
 
   
THE FUNDS
    
 
   
Buying and Redeeming Shares.  The Funds sell and redeem their shares at net
asset value. Any dividend or capital gain distribution will be reinvested at net
asset value in shares of the same portfolio.
    
 
   
Voting Rights.  Merrill Lynch Life is the legal owner of all Fund shares held in
the Separate Account. As the owner, Merrill Lynch Life has the right to vote on
any matter put to vote at the Funds' shareholder meetings. However, Merrill
Lynch Life will vote all Fund shares attributable to Contracts according to
instructions received from contract owners. Shares attributable to Contracts for
which no voting instructions are received will be voted in the same proportion
as shares in the respective investment divisions for which instructions are
received. Shares not attributable to Contracts will also be voted in the same
proportion as shares in the respective divisions for which instructions are
received. If any federal securities laws or regulations, or their present
interpretation, change to permit Merrill Lynch Life to vote Fund shares in its
own right, it may elect to do so.
    
 
                                       40
<PAGE>   45
 
Merrill Lynch Life determines the number of shares that contract owners have in
an investment division by dividing their Contract's investment base in that
division by the net asset value of one share of the portfolio.
 
   
Fractional votes will be counted. Merrill Lynch Life will determine the number
of shares for which a contract owner may give voting instructions 90 days or
less before each Fund meeting. Merrill Lynch Life will request voting
instruction by mail at least 14 days before the meeting.
    
 
Under certain circumstances, Merrill Lynch Life may be required by state
regulatory authorities to disregard voting instructions. This may happen if
following the instructions would mean voting to change the sub-classification or
investment objectives of the portfolios, or to approve or disapprove an
investment advisory contract.
 
Merrill Lynch Life may also disregard instructions to vote for changes initiated
by a contract owner in the investment policy or the investment adviser if it
disapproves of the proposed changes. Merrill Lynch Life would disapprove a
proposed change only if it was:
 
        - contrary to state law;
 
        - prohibited by state regulatory authorities; or
 
        - decided by management that the change would result in overly
          speculative or unsound investments.
 
If Merrill Lynch Life disregards voting instructions, it will include a summary
of its actions in the next semi-annual report.
 
   
Resolving Material Conflicts.  Shares of the Series Fund are available for
investment by Merrill Lynch Life, ML Life Insurance Company of New York (an
indirect wholly owned subsidiary of Merrill Lynch & Co., Inc.) and Monarch Life
Insurance Company (an insurance company not affiliated with Merrill Lynch Life
or Merrill Lynch & Co., Inc.). Shares of the Variable Series Funds, the AIM V.I.
Funds, the Alliance Fund, and the MFS Trust are sold to separate accounts of
Merrill Lynch Life, ML Life Insurance Company of New York and insurance
companies not affiliated with Merrill Lynch Life or Merrill Lynch & Co., Inc. to
fund benefits under variable life insurance and variable annuity contracts, and
may be sold to certain qualified plans.
    
 
   
It is possible that differences might arise between Merrill Lynch Life's
Separate Account and one or more of the other separate accounts which invest in
the Funds. In some cases, it is possible that the differences could be
considered "material conflicts". Such a "material conflict" could also arise due
to changes in the law (such as state insurance law or federal tax law) which
affect these different variable life insurance and variable annuity separate
accounts. It could also arise by reason of difference in voting instructions
from Merrill Lynch Life's contract owners and those of the other insurance
companies, or for other reasons. Merrill Lynch Life will monitor events to
determine how to respond to such conflicts. If a conflict occurs, Merrill Lynch
Life may be required to eliminate one or more investment divisions of the
Separate Account which invest in the Funds or substitute a new portfolio for a
portfolio in which a division invests. In responding to any conflict, Merrill
Lynch Life will take the action which it believes necessary to protect its
contract owners consistent with applicable legal requirements.
    
 
   
Administration Services Arrangements.  MLAM has entered into an agreement with
Merrill Lynch Insurance Group, Inc. ("MLIG"), Merrill Lynch Life's parent, with
respect to administration services for the Series Fund and the Variable Series
Funds in connection with the Contracts and other variable life insurance and
variable annuity contracts issued by Merrill Lynch Life. Under this agreement,
MLAM pays compensation to MLIG in an amount equal to a portion of the annual
gross investment advisory fees paid by the Series Fund and the Variable Series
Funds to MLAM attributable to variable contracts issued by Merrill Lynch Life.
    
 
   
AIM V.I. Funds has entered into an Administrative Services Agreement with AIM,
pursuant to which AIM has agreed to provide certain accounting and other
administrative services to the AIM V.I. Funds, including the services of a
principal financial officer and related staff. As compensation to
    
 
                                       41
<PAGE>   46
 
   
AIM for its services under the Administrative Services Agreement, the AIM V.I.
Funds reimburse AIM for expenses incurred by AIM or its affiliates in connection
with such services. AIM has entered into an agreement with Merrill Lynch Life
with respect to administrative services for the AIM V.I. Funds in connection
with the Contracts. Under this agreement, AIM pays compensation to Merrill Lynch
Life in an amount equal to a percentage of the average net assets of the AIM
V.I. Funds attributable to the Contracts.
    
 
   
Alliance Fund Distributors, Inc. ("AFD"), an affiliate of Alliance, has entered
into an agreement with Merrill Lynch Life with respect to administrative
services for the Alliance Fund in connection with the Contracts. Under this
agreement, AFD pays compensation to Merrill Lynch Life in an amount equal to a
percentage of the average net assets of the Alliance Fund attributable to the
Contracts.
    
 
   
MFS has entered into an agreement with MLIG with respect to administrative
services for the MFS Trust in connection with the Contracts and certain
contracts issued by ML Life Insurance Company of New York. Under this agreement,
MFS pays compensation to MLIG in an amount equal to a percentage of the average
net assets of the MFS Trust attributable to such contracts.
    
 
THE ZERO TRUSTS
 
   
The 16 Zero Trusts:
    
 
   
<TABLE>
<CAPTION>
                                     TARGETED RATE OF RETURN
                                        TO MATURITY AS OF
ZERO TRUST       MATURITY DATE           APRIL 16, 1997
- ----------     ------------------    -----------------------
<S>            <C>                   <C>
   1998         February 15, 1998             4.35%
   1999         February 15, 1999             5.11%
   2000         February 15, 2000             5.28%
   2001         February 15, 2001             5.33%
   2002         February 15, 2002             5.46%
   2003           August 15, 2003             5.57%
   2004         February 15, 2004             5.64%
   2005         February 15, 2005             5.59%
   2006         February 15, 2006             5.45%
   2007         February 15, 2007             5.56%
   2008         February 15, 2008             5.83%
   2009         February 15, 2009             5.86%
   2010         February 15, 2010             5.94%
   2011         February 15, 2011             5.92%
   2013         February 15, 2013             6.00%
   2014         February 15, 2014             6.09%
</TABLE>
    
 
Targeted Rate of Return to Maturity.  Because the underlying securities in the
Zero Trusts will grow to their face value on the maturity date, it is possible
to estimate a compound rate of growth to maturity for the Zero Trust units.
 
   
But because the units are held in the Separate Account, the asset charge and the
trust charge (described in "Charges to the Separate Account" on page 23) must be
taken into account in estimating a net rate of return for the Separate Account.
The net rate of return to maturity for the Separate Account depends on the
compound rate of growth adjusted for these charges. It does not, however,
represent the actual return on a payment Merrill Lynch Life might receive under
the Contract on that date, since it does not reflect the charges for deferred
contract loading, mortality costs and any net loan cost deducted from a
Contract's investment base (described in "Charges Deducted from the Investment
Base" on page 21).
    
 
Since the value of the Zero Trust units will vary daily to reflect the market
value of the underlying securities, the compound rate of growth to maturity for
the Zero Trust units and the net rate of return to maturity for the Separate
Account will vary correspondingly.
 
                                       42
<PAGE>   47
 
                                 ILLUSTRATIONS
 
ILLUSTRATIONS OF DEATH BENEFITS, INVESTMENT BASE, CASH SURRENDER VALUES AND
ACCUMULATED PAYMENTS
 
   
The tables on pages 45 through 50 demonstrate the way in which the Contract
works. The tables are based on the following ages, face amounts, payments and
guarantee periods and assume maximum mortality charges.
    
 
   
          1.  The illustration on page 45 is for a Contract issued to a male age
     5 in the medical underwriting class with an initial payment of $4,000, a
     face amount of $288,080 and an initial guarantee period of 15.50 years with
     planned periodic payments of $4,000 for six contract years.
    
 
   
          2.  The illustration on page 46 is for a Contract issued to a male age
     35 in the medical underwriting class with an initial payment of $4,500, a
     face amount of $124,611 and an initial guarantee period of 12.75 years with
     planned periodic payments of $4,500 for six contract years.
    
 
   
          3.  The illustration on page 47 is for a Contract issued to a female
     age 45 in the medical underwriting class with an initial payment of $5,000,
     a face amount of $116,558 and an initial guarantee period of 10 years with
     planned periodic payments of $5,000 for six contract years.
    
 
   
          4.  The illustration on page 48 is for a Contract issued to a male age
     55 in the standard-simplified underwriting class with an initial payment of
     $7,500, a face amount of $107,682 and an initial guarantee period of 5.50
     years with planned periodic payments of $7,500 for six contract years.
    
 
   
          5.  The illustration on page 49 is for a Contract issued to a male age
     65 in the standard-simplified underwriting class with an initial payment of
     $10,000, a face amount of $103,905 and an initial guarantee period of 3.25
     years with planned periodic payments of $10,000 for six contract years.
    
 
   
          6.  The illustration on page 50 is for a Contract issued to a male age
     55 and a female age 55 in the medical underwriting class with an initial
     payment of $10,000, a face amount of $205,820 and an initial guarantee
     period of 17 years with planned periodic payments of $10,000 for six
     contract years.
    
 
The death benefit, investment base and cash surrender value for a Contract would
be different from those shown if the actual rates of return averaged 0%, 6% and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years.
 
The amounts shown for the death benefit, investment base and cash surrender
value as of the end of each contract year take into account the daily asset
charge in the Separate Account equivalent to .90% (annually at the beginning of
the year) of assets attributable to the Contracts at the beginning of the year.
 
   
The amounts shown in the tables also assume an additional charge of .52%. This
charge assumes that investment base is allocated equally among all investment
divisions and is based on the 1996 expenses (including monthly advisory fees)
for the Funds and the current trust charge. This charge also reflects expense
reimbursements made in 1996 to certain portfolios by the investment adviser to
the respective portfolio. These reimbursements amounted to .06%, .07%, .16%,
 .48%, and .28% of the average daily net assets of the Developing Capital Markets
Focus Fund, the Natural Resources Portfolio, the MFS Emerging Growth Series, the
MFS Research Series, and the Premier Growth Portfolio, respectively. (See
"Charges to Fund Assets" on page 23.) The actual charge under a Contract for
Fund expenses and the trust charge will depend on the actual allocation of the
investment base and may be higher or lower depending on how the investment base
is allocated.
    
 
   
Taking into account the .90% asset charge in the Separate Account and the .52%
charge described above, the gross annual rates of investment return of 0%, 6%
and 12% correspond to net annual rates of - 1.42%, 4.53%, and 10.48%,
respectively. The gross returns are before any deductions and should not be
compared to rates which are after deduction of charges.
    
 
                                       43
<PAGE>   48
 
   
The hypothetical returns shown on the tables are without any income tax charges
that may be attributable to the Separate Account in the future (although they do
reflect the charge for federal income taxes included in the deferred contract
loading, see "Deferred Contract Loading" on page 21). In order to produce after
tax returns of 0%, 6% and 12%, the Funds would have to earn a sufficient amount
in excess of 0% or 6% or 12% to cover any tax charges attributable to the
Separate Account.
    
 
The second column of the tables shows the amount which would accumulate if an
amount equal to the payments were invested to earn interest (after taxes) at 5%
compounded annually.
 
Merrill Lynch Life will furnish upon request a comparable illustration
reflecting the proposed insured's age, face amount and the payment amounts
requested. The illustration will also use current cost of insurance rates and
will assume that the proposed insured is in a standard underwriting class.
 
                                       44
<PAGE>   49
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                                MALE ISSUE AGE 5
             $4,000 INITIAL PAYMENT FOR MEDICAL UNDERWRITING CLASS
      FACE AMOUNT: $288,080     INITIAL GUARANTEE PERIOD (1): 15.50 YEARS
                       BASED ON MAXIMUM MORTALITY CHARGES
 
   
<TABLE>
<CAPTION>
                                                                                      END OF YEAR
                                             TOTAL                                 DEATH BENEFIT (3)
                                           PAYMENTS                           ASSUMING HYPOTHETICAL GROSS
                                           MADE PLUS                          ANNUAL INVESTMENT RETURN OF
                                       INTEREST AT 5% AS     -------------------------------------------------------------
   CONTRACT YEAR       PAYMENTS (2)     OF END OF YEAR              0%                    6%                    12%
- --------------------   ------------    -----------------     -----------------     -----------------     -----------------
<S>                    <C>             <C>                   <C>                   <C>                   <C>
 1..................      $4,000           $   4,200             $     288,080         $     288,080        $      288,080
 2..................       4,000               8,610                   288,080               288,080               288,080
 3..................       4,000              13,241                   288,080               288,080               288,080
 4..................       4,000              18,103                   288,080               288,080               288,080
 5..................       4,000              23,208                   288,080               288,080               288,080
 6..................       4,000              28,568                   288,080               288,080               288,080
 7..................       4,000              34,196                   288,080               288,080               306,783
 8..................           0              35,906                   288,080               288,080               327,166
 9..................           0              37,702                   288,080               288,080               348,583
10..................           0              39,587                   288,080               288,080               371,113
15..................           0              50,524                   288,080               288,080               504,060
20 (age 25).........           0              64,482                   288,080               288,080               682,326
30 (age 35).........           0             105,035                   288,080               288,080             1,249,669
60 (age 65).........           0             453,956                   288,080               299,490             7,689,297
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                    END OF YEAR                                END OF YEAR
                                INVESTMENT BASE (3)                      CASH SURRENDER VALUE (3)
                            ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
                            ANNUAL INVESTMENT RETURN OF                ANNUAL INVESTMENT RETURN OF
                       --------------------------------------     --------------------------------------
   CONTRACT YEAR          0%           6%             12%            0%           6%             12%
- --------------------   --------     ---------     -----------     --------     ---------     -----------
<S>                    <C>          <C>           <C>             <C>          <C>           <C>
 1..................   $  3,646     $   3,878     $     4,110     $  3,322     $   3,554     $     3,786
 2..................      7,219         7,910           8,630        6,607         7,298           8,018
 3..................     10,730        12,115          13,615        9,866        11,251          12,751
 4..................     14,170        16,490          19,102       13,090        15,410          18,022
 5..................     17,529        21,029          25,131       16,269        19,769          23,871
 6..................     20,817        25,753          31,772       19,413        24,349          30,368
 7..................     24,016        30,647          39,063       22,504        29,135          37,551
 8..................     23,206        31,562          42,662       21,946        30,302          41,402
 9..................     22,368        32,477          46,575       21,360        31,469          45,567
10..................     21,500        33,393          50,828       20,744        32,637          50,072
15..................     17,291        38,572          78,907       17,255        38,536          78,871
20 (age 25).........     13,771        45,491         123,972       13,771        45,491         123,972
30 (age 35).........      7,884        65,615         314,620        7,884        65,615         314,620
60 (age 65).........          0       180,647       4,638,058            0       180,647       4,638,058
</TABLE>
    
 
- ------------------------------
(1) The initial guarantee period will increase with each additional payment and,
    assuming all planned periodic payments are made, will be 72.25 years at the
    end of contract year 7.
(2) All payments are illustrated as if made at the beginning of the contract
    year.
(3) Assumes no loan has been made.
 
   
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS SELECTED, PREVAILING INTEREST
RATES AND RATES OF INFLATION. THE DEATH BENEFIT, INVESTMENT BASE AND CASH
SURRENDER VALUE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE
MADE BY MERRILL LYNCH LIFE OR THE FUNDS OR THE ZERO TRUSTS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
    
 
                                       45
<PAGE>   50
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                               MALE ISSUE AGE 35
             $4,500 INITIAL PAYMENT FOR MEDICAL UNDERWRITING CLASS
      FACE AMOUNT: $124,611     INITIAL GUARANTEE PERIOD (1): 12.75 YEARS
                       BASED ON MAXIMUM MORTALITY CHARGES
 
   
<TABLE>
<CAPTION>
                                                                              END OF YEAR
                                                                           DEATH BENEFIT (3)
                                           TOTAL                      ASSUMING HYPOTHETICAL GROSS
                                          PAYMENTS                    ANNUAL INVESTMENT RETURN OF
       END OF                            MADE PLUS        ----------------------------------------------------
   CONTRACT YEAR       PAYMENTS (2)    INTEREST AT 5%           0%                 6%                12%
- --------------------   ------------    --------------     --------------     --------------     --------------
<S>                    <C>             <C>                <C>                <C>                <C>
 1..................      $4,500          $  4,725           $   124,611        $   124,611        $   124,611
 2..................       4,500             9,686               124,611            124,611            124,611
 3..................       4,500            14,896               124,611            124,611            124,611
 4..................       4,500            20,365               124,611            124,611            124,611
 5..................       4,500            26,109               124,611            124,611            124,611
 6..................       4,500            32,139               124,611            124,611            124,611
 7..................       4,500            38,471               124,611            124,611            132,946
 8..................           0            40,395               124,611            124,611            141,786
 9..................           0            42,414               124,611            124,611            151,073
10..................           0            44,535               124,611            124,611            160,842
15..................           0            56,839               124,611            124,611            218,454
20..................           0            72,543               124,611            124,611            295,736
30 (age 65).........           0           118,165               124,611            124,611            542,211
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                   END OF YEAR                             END OF YEAR
                               INVESTMENT BASE (3)                  CASH SURRENDER VALUE (3)
                           ASSUMING HYPOTHETICAL GROSS             ASSUMING HYPOTHETICAL GROSS
                           ANNUAL INVESTMENT RETURN OF             ANNUAL INVESTMENT RETURN OF
       END OF          -----------------------------------     -----------------------------------
   CONTRACT YEAR          0%           6%           12%           0%           6%           12%
- --------------------   --------     --------     ---------     --------     --------     ---------
<S>                    <C>          <C>          <C>           <C>          <C>          <C>
 1..................   $  4,140     $  4,402     $   4,665     $  3,776     $  4,038     $   4,300
 2..................      8,176        8,958         9,773        7,488        8,270         9,084
 3..................     12,106       13,672        15,369       11,134       12,700        14,397
 4..................     15,929       18,547        21,502       14,714       17,332        20,287
 5..................     19,648       23,595        28,234       18,231       22,177        26,817
 6..................     23,264       28,821        35,627       21,685       27,241        34,048
 7..................     26,781       34,236        43,747       25,080       32,535        42,046
 8..................     25,788       35,171        47,704       24,371       33,754        46,286
 9..................     24,784       36,123        52,025       23,650       34,989        50,891
10..................     23,768       37,095        56,747       22,917       36,244        55,896
15..................     19,060       42,857        88,400       19,019       42,817        88,359
20..................     14,447       49,936       138,157       14,447       49,936       138,157
30 (age 65).........        825       64,664       327,053          825       64,664       327,053
</TABLE>
    
 
- ------------------------------
(1) The initial guarantee period will increase with each additional payment and,
    assuming all planned periodic payments are made, will be 44.75 years at the
    end of contract year 7.
(2) All payments are illustrated as if made at the beginning of the contract
    year.
(3) Assumes no loan has been made.
 
   
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE ILLUSTRATED AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS SELECTED, PREVAILING INTEREST
RATES AND RATES OF INFLATION. THE DEATH BENEFIT, INVESTMENT BASE AND CASH
SURRENDER VALUE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE
MADE BY MERRILL LYNCH LIFE OR THE FUNDS OR THE ZERO TRUSTS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
    
 
                                       46
<PAGE>   51
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                              FEMALE ISSUE AGE 45
             $5,000 INITIAL PAYMENT FOR MEDICAL UNDERWRITING CLASS
        FACE AMOUNT: $116,558     INITIAL GUARANTEE PERIOD (1): 10 YEARS
                       BASED ON MAXIMUM MORTALITY CHARGES
 
   
<TABLE>
<CAPTION>
                                                                                      END OF YEAR
                                             TOTAL                                 DEATH BENEFIT (3)
                                           PAYMENTS                           ASSUMING HYPOTHETICAL GROSS
                                           MADE PLUS                          ANNUAL INVESTMENT RETURN OF
                                       INTEREST AT 5% AS     -------------------------------------------------------------
   CONTRACT YEAR       PAYMENTS (2)     OF END OF YEAR              0%                    6%                    12%
- --------------------   ------------    -----------------     -----------------     -----------------     -----------------
<S>                    <C>             <C>                   <C>                   <C>                   <C>
 1..................      $5,000           $   5,250             $     116,558         $     116,558         $     116,558
 2..................       5,000              10,763                   116,558               116,558               116,558
 3..................       5,000              16,551                   116,558               116,558               116,558
 4..................       5,000              22,628                   116,558               116,558               116,558
 5..................       5,000              29,010                   116,558               116,558               116,558
 6..................       5,000              35,710                   116,558               116,558               116,558
 7..................       5,000              42,746                   116,558               116,558               124,037
 8..................           0              44,883                   116,558               116,558               132,302
 9..................           0              47,127                   116,558               116,558               140,983
10..................           0              49,483                   116,558               116,558               150,113
15..................           0              63,155                   116,558               116,558               203,932
20 (age 65).........           0              80,603                   116,558               116,558               276,095
30..................           0             131,294                   116,558               116,558               506,235
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                   END OF YEAR                             END OF YEAR
                            CASH INVESTMENT BASE (3)                   SURRENDER VALUE (3)
                           ASSUMING HYPOTHETICAL GROSS             ASSUMING HYPOTHETICAL GROSS
                           ANNUAL INVESTMENT RETURN OF             ANNUAL INVESTMENT RETURN OF
                       -----------------------------------     -----------------------------------
   CONTRACT YEAR          0%           6%           12%           0%           6%           12%
- --------------------   --------     --------     ---------     --------     --------     ---------
<S>                    <C>          <C>          <C>           <C>          <C>          <C>
 1..................   $  4,485     $  4,774     $   5,063     $  4,080     $  4,369     $   4,658
 2..................      8,852        9,709        10,603        8,087        8,944         9,838
 3..................     13,101       14,811        16,669       12,021       13,731        15,589
 4..................     17,236       20,092        23,324       15,886       18,742        21,974
 5..................     21,263       25,564        30,636       19,688       23,989        29,061
 6..................     25,184       31,235        38,677       23,429       29,480        36,922
 7..................     29,000       37,116        47,516       27,110       35,226        45,626
 8..................     27,805       38,011        51,705       26,230       36,436        50,130
 9..................     26,597       38,918        56,271       25,337       37,658        55,011
10..................     25,372       39,835        61,248       24,427       38,890        60,303
15..................     19,717       45,368        94,589       19,672       45,323        94,544
20 (age 65).........     14,323       52,346       147,208       14,323       52,346       147,208
30                            0       65,854       346,853            0       65,854       346,853
</TABLE>
    
 
- ------------------------------
(1) The initial guarantee period will increase with each additional payment and,
    assuming all planned periodic payments are made, will be 40.25 years at the
    end of contract year 7.
(2) All payments are illustrated as if made at the beginning of the contract
    year.
(3) Assumes no loan has been made.
 
   
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE ILLUSTRATED AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS SELECTED, PREVAILING INTEREST
RATES AND RATES OF INFLATION. THE DEATH BENEFIT, INVESTMENT BASE AND CASH
SURRENDER VALUE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE
MADE BY MERRILL LYNCH LIFE OR THE FUNDS OR THE ZERO TRUSTS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
    
 
                                       47
<PAGE>   52
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                               MALE ISSUE AGE 55
       $7,500 INITIAL PAYMENT FOR STANDARD-SIMPLIFIED UNDERWRITING CLASS
       FACE AMOUNT: $107,682     INITIAL GUARANTEE PERIOD (1): 5.50 YEARS
                       BASED ON MAXIMUM MORTALITY CHARGES
 
   
<TABLE>
<CAPTION>
                                                                                      END OF YEAR
                                             TOTAL                                 DEATH BENEFIT (3)
                                           PAYMENTS                           ASSUMING HYPOTHETICAL GROSS
                                           MADE PLUS                          ANNUAL INVESTMENT RETURN OF
                                       INTEREST AT 5% AS     -------------------------------------------------------------
   CONTRACT YEAR       PAYMENTS (2)     OF END OF YEAR              0%                    6%                    12%
- --------------------   ------------    -----------------     -----------------     -----------------     -----------------
<S>                    <C>             <C>                   <C>                   <C>                   <C>
 1..................      $7,500           $   7,875             $     107,682         $     107,682         $     107,682
 2..................       7,500              16,144                   107,682               107,682               107,682
 3..................       7,500              24,826                   107,682               107,682               107,682
 4..................       7,500              33,942                   107,682               107,682               107,682
 5..................       7,500              43,514                   107,682               107,682               107,682
 6..................       7,500              53,565                   107,682               107,682               107,682
 7..................       7,500              64,118                   107,682               107,683               114,345
 8..................           0              67,324                   107,682               107,682               122,006
 9..................           0              70,690                   107,682               107,682               130,052
10 (age 65).........           0              74,225                   107,682               107,682               138,509
15..................           0              94,732                   107,682               107,682               188,331
20..................           0             120,905                   107,682               107,682               255,150
30..................           0             196,941                         0               107,682               468,632
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                   END OF YEAR                             END OF YEAR
                               INVESTMENT BASE (3)                  CASH SURRENDER VALUE (3)
                           ASSUMING HYPOTHETICAL GROSS             ASSUMING HYPOTHETICAL GROSS
                           ANNUAL INVESTMENT RETURN OF             ANNUAL INVESTMENT RETURN OF
                       -----------------------------------     -----------------------------------
   CONTRACT YEAR          0%           6%           12%           0%           6%           12%
- --------------------   --------     --------     ---------     --------     --------     ---------
<S>                    <C>          <C>          <C>           <C>          <C>          <C>
 1..................   $  6,263     $  6,686     $   7,110     $  5,655     $  6,078     $   6,503
 2..................     12,335       13,572        14,870       11,188       12,425        13,722
 3..................     18,235       20,686        23,372       16,615       19,066        21,752
 4..................     23,975       28,049        32,717       21,950       26,024        30,692
 5..................     29,570       35,687        43,021       27,207       33,324        40,659
 6..................     35,034       43,626        54,419       32,401       40,993        51,786
 7..................     40,383       51,898        67,029       37,548       49,063        64,194
 8..................     38,173       52,626        72,555       35,811       50,264        70,193
 9..................     35,894       53,300        78,524       34,004       51,410        76,634
10 (age 65).........     33,535       53,907        84,964       32,117       52,490        83,547
15..................     21,149       56,630       126,679       21,081       56,563       126,611
20..................      5,141       56,716       188,447        5,141       56,716       188,447
30..................          0        1,913       397,051            0        1,913       397,051
</TABLE>
    
 
- ------------------------------
(1) The initial guarantee period will increase with each additional payment and,
    assuming all planned periodic payments are made, will be 27 years at the end
    of contract year 7.
(2) All payments are illustrated as if made at the beginning of the contract
    year.
(3) Assumes no loan has been made.
 
   
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE ILLUSTRATED AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS SELECTED, PREVAILING INTEREST
RATES AND RATES OF INFLATION. THE DEATH BENEFIT, INVESTMENT BASE AND CASH
SURRENDER VALUE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE
MADE BY MERRILL LYNCH LIFE OR THE FUNDS OR THE ZERO TRUSTS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
    
 
                                       48
<PAGE>   53
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
                               MALE ISSUE AGE 65
       $10,000 INITIAL PAYMENT FOR STANDARD-SIMPLIFIED UNDERWRITING CLASS
       FACE AMOUNT: $103,905     INITIAL GUARANTEE PERIOD (1): 3.25 YEARS
                       BASED ON MAXIMUM MORTALITY CHARGES
 
   
<TABLE>
<CAPTION>
                                                                                      END OF YEAR
                                             TOTAL                                 DEATH BENEFIT (3)
                                           PAYMENTS                           ASSUMING HYPOTHETICAL GROSS
                                           MADE PLUS                          ANNUAL INVESTMENT RETURN OF
                                       INTEREST AT 5% AS     -------------------------------------------------------------
   CONTRACT YEAR       PAYMENTS (2)     OF END OF YEAR              0%                    6%                    12%
- --------------------   ------------    -----------------     -----------------     -----------------     -----------------
<S>                    <C>             <C>                   <C>                   <C>                   <C>
 1..................     $ 10,000          $  10,500             $     103,905         $     103,905         $     103,905
 2..................       10,000             21,525                   103,905               103,905               103,905
 3..................       10,000             33,101                   103,905               103,905               103,905
 4..................       10,000             45,256                   103,905               103,905               103,905
 5..................       10,000             58,019                   103,905               103,905               103,905
 6..................       10,000             71,420                   103,905               103,905               103,905
 7..................       10,000             85,491                   103,905               103,905               110,287
 8..................            0             89,766                   103,905               103,905               117,742
 9..................            0             94,254                   103,905               103,905               125,566
10..................            0             98,967                   103,905               103,905               133,784
15..................            0            126,309                   103,905               103,905               182,092
20..................            0            161,206                         0               103,905               246,821
30..................            0            262,588                         0                     0               453,622
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                   END OF YEAR                             END OF YEAR
                               INVESTMENT BASE (3)                  CASH SURRENDER VALUE (3)
                           ASSUMING HYPOTHETICAL GROSS             ASSUMING HYPOTHETICAL GROSS
                           ANNUAL INVESTMENT RETURN OF             ANNUAL INVESTMENT RETURN OF
                       -----------------------------------     -----------------------------------
   CONTRACT YEAR          0%           6%           12%           0%           6%           12%
- --------------------   --------     --------     ---------     --------     --------     ---------
<S>                    <C>          <C>          <C>           <C>          <C>          <C>
 1..................   $  7,300     $  7,841     $   8,388     $  6,490     $  7,031     $   7,578
 2..................     14,367       15,909        17,548       12,837       14,379        16,018
 3..................     21,233       24,250        27,620       19,073       22,090        25,460
 4..................     27,940       32,917        38,775       25,240       30,217        36,075
 5..................     34,528       41,970        51,215       31,378       38,820        48,065
 6..................     41,040       51,477        65,193       37,530       47,967        61,683
 7..................     47,534       61,526        80,930       43,754       57,746        77,150
 8..................     43,852       61,390        87,087       40,702       58,240        83,937
 9..................     39,946       61,022        93,670       37,426       58,502        91,150
10..................     35,767       60,372       100,699       33,877       58,482        98,809
15..................      9,682       51,956       145,151        9,592       51,866       145,061
20..................          0       19,067       209,120            0       19,067       209,120
30..................          0            0       422,709            0            0       422,709
</TABLE>
    
 
- ------------------------------
(1) The initial guarantee period will increase with each additional payment and,
    assuming all planned periodic payments are made, will be 19.50 years at the
    end of contract year 7.
(2) All payments are illustrated as if made at the beginning of the contract
    year.
(3) Assumes no loan has been made.
 
   
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE ILLUSTRATED AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS SELECTED, PREVAILING INTEREST
RATES AND RATES OF INFLATION. THE DEATH BENEFIT, INVESTMENT BASE AND CASH
SURRENDER VALUE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF
RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THOSE AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE
MADE BY MERRILL LYNCH LIFE OR THE FUNDS OR THE ZERO TRUSTS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.
    
 
                                       49
<PAGE>   54
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT
             JOINT INSUREDS: FEMALE ISSUE AGE 55/MALE ISSUE AGE 55
             $10,000 INITIAL PAYMENT FOR MEDICAL UNDERWRITING CLASS
        FACE AMOUNT: $205,820     INITIAL GUARANTEE PERIOD (1): 17 YEARS
                       BASED ON MAXIMUM MORTALITY CHARGES
 
   
<TABLE>
<CAPTION>
                                                                                      END OF YEAR
                                             TOTAL                                 DEATH BENEFIT (3)
                                           PAYMENTS                           ASSUMING HYPOTHETICAL GROSS
                                           MADE PLUS                          ANNUAL INVESTMENT RETURN OF
                                       INTEREST AT 5% AS     -------------------------------------------------------------
   CONTRACT YEAR       PAYMENTS (2)     OF END OF YEAR              0%                    6%                    12%
- --------------------   ------------    -----------------     -----------------     -----------------     -----------------
<S>                    <C>             <C>                   <C>                   <C>                   <C>
 1..................     $ 10,000          $  10,500             $     205,820         $     205,820         $     205,820
 2..................       10,000             21,525                   205,820               205,820               205,820
 3..................       10,000             33,101                   205,820               205,820               205,820
 4..................       10,000             45,256                   205,820               205,820               205,820
 5..................       10,000             58,019                   205,820               205,820               205,820
 6..................       10,000             71,420                   205,820               205,820               208,781
 7..................       10,000             85,491                   205,820               205,820               222,580
 8..................            0             89,766                   205,820               205,820               237,521
 9..................            0             94,254                   205,820               205,820               253,186
10..................            0             98,967                   205,820               205,820               269,632
15..................            0            126,309                   205,820               205,820               366,322
20..................            0            161,206                   205,820               205,820               495,890
30..................            0            262,588                   205,820               205,820               909,757
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                   END OF YEAR                              END OF YEAR
                               INVESTMENT BASE (3)                    CASH SURRENDER VALUE (3)
                           ASSUMING HYPOTHETICAL GROSS              ASSUMING HYPOTHETICAL GROSS
                           ANNUAL INVESTMENT RETURN OF              ANNUAL INVESTMENT RETURN OF
                       ------------------------------------     ------------------------------------
   CONTRACT YEAR          0%           6%            12%           0%           6%            12%
- --------------------   --------     ---------     ---------     --------     ---------     ---------
<S>                    <C>          <C>           <C>           <C>          <C>           <C>
 1..................   $  9,734     $  10,328     $  10,922     $  8,744     $   9,338     $   9,932
 2..................     19,189        20,982        22,847       17,319        19,112        20,977
 3..................     28,366        31,975        35,877       25,726        29,335        33,237
 4..................     37,268        43,320        50,127       33,968        40,020        46,827
 5..................     45,898        55,032        65,728       42,048        51,182        61,878
 6..................     54,257        67,127        82,823       49,967        62,837        78,533
 7..................     62,351        79,623       101,563       57,731        75,003        96,943
 8..................     60,412        82,175       111,147       56,562        78,325       107,297
 9..................     58,431        84,775       121,645       55,351        81,695       118,565
10..................     56,394        87,412       133,129       54,084        85,102       130,819
15..................     46,582       102,591       210,209       46,472       102,481       210,099
20..................     34,978       119,621       329,760       34,978       119,621       329,760
30..................          0       135,670       748,605            0       135,670       748,605
</TABLE>
    
 
- ------------------------------
(1) The initial guarantee period will increase with each additional payment and,
    assuming all planned periodic payments are made, will be 33.75 at the end of
    contract year 7.
(2) All payments are illustrated as if made at the beginning of the contract
    year.
(3) Assumes no loan has been made.
 
   
IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE INVESTMENT PERFORMANCE. ACTUAL
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE ILLUSTRATED AND WILL DEPEND ON A
NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS SELECTED, PREVAILING
INTEREST RATES AND RATES OF INFLATION. THE DEATH BENEFIT, INVESTMENT BASE AND
CASH SURRENDER VALUE WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
RATES OF RETURN AVERAGED 0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO
REPRESENTATIONS CAN BE MADE BY MERRILL LYNCH LIFE OR THE FUNDS OR THE ZERO
TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.
    
 
                                       50
<PAGE>   55
 
                                    EXAMPLES
 
ADDITIONAL PAYMENTS
 
If the guarantee period is for the whole of life at the time an additional
payment is received and accepted (which means that planned periodic payments
have been made through contract year 9), as of the processing date on or next
following the date of the additional payment, Merrill Lynch Life will increase
the face amount to the amount that the Contract's fixed base, as of such
processing date, would support for the life of the insured.
 
Under these circumstances the amount of the increase in face amount will depend
on the amount of the additional payment and the contract year in which it is
received and accepted. If additional payments of different amounts were made at
the same time to equivalent Contracts, the Contract to which the larger payment
is applied would have a proportionately larger increase in face amount. And if
additional payments of the same amounts were made in earlier and later years,
those made in the later years would result in smaller increases to the face
amount.
 
Example 1 shows the effect on face amount of a $2,000 additional payment
received and accepted at the beginning of contract year ten. Example 2 shows the
effect of a $4,000 additional payment received and accepted at the beginning of
contract year ten. Example 3 shows the effect of a $2,000 additional payment
received and accepted at the beginning of contract year eleven. All three
examples assume that the guarantee period at the time of the additional payment
is for life and assume no other contract transactions have been made.
 
                               Male Issue Age: 55
         Payments:  Initial payment plus 8 periodic payments of $7,500
                             Face Amount:  $107,682
<TABLE>
<CAPTION>
                     EXAMPLE 1
- ----------------------------------------------------
CONTRACT     ADDITIONAL      CHANGE IN      NEW FACE
  YEAR        PAYMENT       FACE AMOUNT      AMOUNT
- --------     ----------     -----------     --------
<S>          <C>            <C>             <C>
   10          $2,000         $ 3,087       $110,769
 
<CAPTION>
                     EXAMPLE 2
- ----------------------------------------------------
CONTRACT     ADDITIONAL      CHANGE IN      NEW FACE
  YEAR        PAYMENT       FACE AMOUNT      AMOUNT
- --------     ----------     -----------     --------
<S>          <C>            <C>             <C>
   10          $4,000         $ 6,176       $113,858
<CAPTION>
                     EXAMPLE 3
- ----------------------------------------------------
CONTRACT     ADDITIONAL      CHANGE IN      NEW FACE
  YEAR        PAYMENT       FACE AMOUNT      AMOUNT
- --------     ----------     -----------     --------
<S>          <C>            <C>             <C>
   11          $2,000         $ 3,016       $110,698
</TABLE>
 
CHANGING THE FACE AMOUNT
 
As of the processing date on or next following receipt and acceptance of a
request for a change in face amount, Merrill Lynch Life will make the requested
change and adjust the guarantee period. For an increase in face amount, Merrill
Lynch Life will decrease the guarantee period and for a decrease in face amount,
Merrill Lynch Life will increase the guarantee period. To decrease the face
amount, the guarantee period must be less than for the whole of life at the time
of the request. A new guarantee period is established by taking the Contract's
fixed base as of the processing date and determining how long that fixed base
would support the face amount.
 
The amount of the increase or decrease in the guarantee period will depend on
the amount of increase or decrease in the face amount and the contract year in
which the change is made. If made at the same time to equivalent Contracts, a
larger increase in face amount would result in a greater decrease in the
guarantee period than a smaller increase in face amount. The same increase made
in
 
                                       51
<PAGE>   56
 
two different years would result in a smaller decrease in the guarantee period
for the increase in face amount made in the later year.
 
Examples 1 and 2 show the effect on the guarantee period of an increase in face
amount of $10,000 and $20,000 made at the beginning of contract year eight.
Example 3 shows the effect on the guarantee period of an increase in face amount
of $10,000 made at the beginning of contract year ten. All three examples assume
no other contract transactions have been made.
 
                               Male Issue Age: 55
         Payments:  Initial payment plus 6 periodic payments of $7,500
                             Face Amount:  $107,682
<TABLE>
<CAPTION>
               EXAMPLE 1
- ----------------------------------------
                             DECREASE IN
CONTRACT     INCREASE IN      GUARANTEE
  YEAR       FACE AMOUNT       PERIOD
- --------     -----------     -----------
<S>          <C>             <C>
    8          $10,000       2.00 years
 
<CAPTION>
               EXAMPLE 2
- ----------------------------------------
                             DECREASE IN
CONTRACT     INCREASE IN      GUARANTEE
  YEAR       FACE AMOUNT       PERIOD
- --------     -----------     -----------
<S>          <C>             <C>
    8          $20,000       3.50 years
<CAPTION>
               EXAMPLE 3
- ----------------------------------------
                             DECREASE IN
CONTRACT     INCREASE IN      GUARANTEE
  YEAR       FACE AMOUNT       PERIOD
- --------     -----------     -----------
<S>          <C>             <C>
   10          $10,000       1.75 years
</TABLE>
 
PARTIAL WITHDRAWALS
 
As of the processing date on or next following any partial withdrawal, Merrill
Lynch Life will reduce the Contract's face amount. The new face amount is
established by taking the Contract's fixed base as of the processing date and
determining what face amount that fixed base would support for the Contract's
guarantee period.
 
The amount of the reduction in the face amount will depend on the amount of the
partial withdrawal, the guarantee period at the time of the withdrawal and the
contract year in which the withdrawal is made. If made at the same time to
equivalent Contracts, a larger withdrawal would result in a greater reduction in
the face amount than a smaller withdrawal. The same partial withdrawal made at
the same time from Contracts with the same face amounts but with different
guarantee periods would result in a greater reduction in the face amount for the
Contract with the longer guarantee period. A partial withdrawal made in a later
contract year would result in a smaller decrease in the face amount than if the
same amount was withdrawn in an earlier year.
 
Examples 1 and 2 show the effect on the face amount of partial withdrawals for
$5,000 and $10,000 taken at the beginning of contract year sixteen. Example 3
shows the effect on the face amount of a $10,000 partial withdrawal taken at the
beginning of contract year eighteen. All three examples assume no other contract
transactions have been made.
 
                                       52
<PAGE>   57
 
                               Male Issue Age: 55
         Payments:  Initial payment plus 6 periodic payments of $7,500
                             Face Amount:  $107,682
<TABLE>
<CAPTION>
               EXAMPLE 1
- ---------------------------------------
CONTRACT      PARTIAL
  YEAR       WITHDRAWAL     FACE AMOUNT
- --------     ----------     -----------
<S>          <C>            <C>
   16         $  5,000        $97,828
 
<CAPTION>
               EXAMPLE 2
- ---------------------------------------
CONTRACT      PARTIAL
  YEAR       WITHDRAWAL     FACE AMOUNT
- --------     ----------     -----------
<S>          <C>            <C>
   16         $ 10,000        $86,906
<CAPTION>
               EXAMPLE 3
- ---------------------------------------
CONTRACT      PARTIAL
  YEAR       WITHDRAWAL     FACE AMOUNT
- --------     ----------     -----------
<S>          <C>            <C>
   18         $ 10,000        $86,601
</TABLE>
 
If the reduction in face amount would be below the minimum face amount for a
Contract, Merrill Lynch Life will reduce the face amount to the minimum face
amount, and then reduce the guarantee period by taking the Contract's fixed base
as of the processing date and determining how long that fixed base would support
the reduced face amount.
 
                                 JOINT INSUREDS
 
Contract owners may purchase a Contract on the lives of two insureds. Some of
the discussions in this Prospectus applicable to the Contract apply only to a
Contract on a single insured. Set out below are the modifications to the
designated sections of this Prospectus for joint insureds. Except in the
sections noted below, the discussions in this Prospectus referencing a single
insured, can be read as though the single insured were the two insureds under a
joint contract.
 
   
AVAILABILITY AND PAYMENTS (REFERENCE PAGE 6)
    
 
A Contract may be issued for insureds up to age 80.
 
Merrill Lynch Life will not accept an initial payment that will provide a
guarantee period of less than the minimum guarantee period for which it would
then issue a Contract based on the age of the younger insured. Such minimum will
range from 10 to 40 years depending on the age of the younger insured.
 
   
WHO MAY BE COVERED (REFERENCE PAGE 15)
    
 
Merrill Lynch Life will issue a Contract on the lives of two insureds provided
the relationship among the applicant and the insureds meets its insurable
interest requirements and provided neither insured is over age 80 and no more
than one insured is under age 20. The insureds' issue ages will be determined
using their ages as of their birthdays nearest the contract date.
 
The initial payment plus any planned periodic payments elected and the average
age of the insureds determine whether underwriting will be done on a simplified
or medical basis. The maximum amount underwritten on a simplified basis for
joint insureds depends on Merrill Lynch Life's administrative rules in effect at
the time of underwriting.
 
Under both simplified and medical underwriting methods, Contracts may be issued
on insureds in a standard underwriting class only.
 
                                       53
<PAGE>   58
 
   
PURCHASING A CONTRACT (REFERENCE PAGE 16)
    
 
Merrill Lynch Life will not accept an initial payment for a specified face
amount that will provide a guarantee period of less than the minimum guarantee
period for which Merrill Lynch Life would then issue a Contract based on the age
of the younger insured. The minimum will range from 10 to 40 years depending on
the age of the younger insured.
 
   
PLANNED PAYMENTS (REFERENCE PAGE 17)
    
 
Contract owners may change the frequency and the amount of planned payments
provided both insureds are living.
 
Planned payments must be received while at least one insured is living and not
more than 30 days before or 30 days after the date specified for payment.
 
A combination periodic plan is not available for joint insureds.
 
   
PAYMENTS WHICH ARE NOT UNDER A PERIODIC PAYMENT PLAN (REFERENCE PAGE 18).
    
 
Contract owners may make additional payments which are not under a periodic
payment plan only if both insureds are living and the attained ages of both
insureds are not over 80.
 
   
EFFECT OF A PLANNED PAYMENT AND OTHER ADDITIONAL PAYMENTS (REFERENCE PAGE 19).
    
 
If the guarantee period prior to receipt and acceptance of an additional payment
is less than for the life of the last surviving insured, the payment will first
be used to extend the guarantee period to the whole of life of the younger
insured.
 
CHANGING THE FACE AMOUNT
 
   
Increasing the Face Amount (reference page 20).  Contract owners may increase
the face amount of their Contracts only if both insureds are living. A change in
face amount is not permitted if the attained age of either insured is over 80.
    
 
   
Decreasing the Face Amount (reference page 20).  Contract owners may decrease
the face amount of their Contracts if either insured is living.
    
 
Any reduction in death benefit in a Contract on joint insureds, whether by a
change in face amount or other means, will probably result in a failure to
satisfy the 7-pay test and subsequent treatment as a modified endowment
contract.
 
CHARGES DEDUCTED FROM THE INVESTMENT BASE
 
   
Deferred Contract Loading (reference page 21).  The deferred contract loading
equals 11% of each payment. This charge consists of a sales load, a charge for
federal taxes and a state and local premium tax charge.
    
 
   
The sales load, equal to 6.5% of each payment compensates Merrill Lynch Life for
sales expenses. The sales load may be reduced if cumulative payments are
sufficiently high to reach certain break points (4% of payments in excess of
$1.5 million and 2% of payments in excess of $4 million). The charge for federal
taxes, equal to 2% of each payment, compensates Merrill Lynch Life for a
significantly higher corporate income tax liability resulting from changes made
to the Internal Revenue Code by the Omnibus Budget Reconciliation Act of 1990.
(See "Merrill Lynch Life's Income Taxes" on page 39.) The state and local
premium tax charge, equal to 2.5% of payments, compensates Merrill Lynch Life
for state and local premium taxes that must be paid when a payment is accepted.
    
 
Merrill Lynch Life deducts an amount equal to 1.1% of each payment from the
investment base on each of the ten contract anniversaries following payment.
 
                                       54
<PAGE>   59
 
   
Mortality Cost (reference page 22).  For Contracts issued on joint insureds,
current cost of insurance rates are equal to the guaranteed maximum cost of
insurance rates set forth in the Contract. Those rates are based on the 1980
Commissioners Aggregate Mortality Table and do not distinguish between insureds
in a smoker underwriting class and insureds in a non-smoker underwriting class.
The cost of insurance rates are based on an aggregate class which is made up of
a blend of smokers and non-smokers.
    
 
GUARANTEE PERIOD
 
   
When the Guarantee Period is Less Than for Life (reference page 24).  If Merrill
Lynch Life cancels a Contract, it may be reinstated only if neither insured has
died between the date the Contract was terminated and the effective date of the
reinstatement and the contract owner meets the other conditions listed on page
25.
    
 
NET CASH SURRENDER VALUE
 
   
Cancelling to Receive Net Cash Surrender Value (reference page 25).  Contract
owners may cancel their Contracts at any time while either insured is living.
    
 
   
PARTIAL WITHDRAWALS (REFERENCE PAGE 27)
    
 
Partial withdrawals are not available for joint insureds.
 
   
DEATH BENEFIT PROCEEDS (REFERENCE PAGE 27)
    
 
   
Merrill Lynch Life will pay the death benefit proceeds to the beneficiary when
all information needed to process the payment, including due proof of the last
surviving insured's death, has been received at the Service Center. Proof of
death for both insureds must be received. There is no death benefit payable at
the first death. When Merrill Lynch Life is first provided reliable notification
of the last surviving insured's death by a representative of the owner or the
insured, investment base may be transferred to the division investing in the
Money Reserve Portfolio, pending payment of death benefit proceeds.
    
 
   
If one of the insureds should die within two years from the Contract's issue
date, within two years from the effective date of any increase in face amount
requested or within two years from the date an additional payment was received
and accepted, proof of the insured's death should be sent promptly to the
Service Center since Merrill Lynch Life may only pay a limited benefit or
contest the Contract. (See "Incontestability" on page 32 and "Payment in Case of
Suicide" on page 33.)
    
 
   
Net Single Premium Factor (reference page 28).  The net single premium factors
are based on the insureds' sexes and underwriting classes and the attained ages
on the date of calculation.
    
 
   
PAYMENT OF DEATH BENEFIT PROCEEDS (REFERENCE PAGE 28)
    
 
If a payment is delayed, Merrill Lynch Life, will add interest from the date of
the last surviving insured's death to the date of payment at an annual rate of
at least 4%.
 
RIGHT TO CANCEL ("FREE LOOK" PERIOD) OR EXCHANGE
 
   
Exchanging the Contract (reference page 29).  A contract owner may exchange his
or her Contract for a joint and last survivor Contract with benefits that do not
vary with the investment results of a separate account.
    
 
USING THE CONTRACT
 
   
Ownership (reference page 29).  The contract owner is usually one of the
insureds, unless another owner has been named in the application.
    
 
                                       55
<PAGE>   60
 
The contract owner may want to name a contingent owner in the event the contract
owner dies before the last surviving insured. The contingent owner would then
own the contract owner's interest in the Contract and have all the contract
owner's rights.
 
   
Naming Beneficiaries (reference page 30).  Merrill Lynch Life pays the primary
beneficiary the proceeds of this Contract on the last surviving insured's death.
If no contingent beneficiary is living, Merrill Lynch Life pays the last
surviving insured's estate.
    
 
   
Changing the Insured (reference page 30).  Not available for joint insureds.
    
 
   
Maturity Proceeds (reference page 31).  The maturity date is the contract
anniversary nearest the younger insured's 100th birthday. On the maturity date,
Merrill Lynch Life will pay the net cash surrender value to the contract owner,
provided either insured is living.
    
 
OTHER CONTRACT PROVISIONS
 
   
Incontestability (reference page 32).  Merrill Lynch Life won't contest the
validity of a Contract after it has been in effect during the lifetimes of both
insureds for two years from the issue date. It won't contest any change in face
amount requested after the change has been in effect during the lifetimes of
both insureds for two years from the date of the change. Nor will Merrill Lynch
Life contest any amount of death benefit attributable to an additional payment
after the death benefit has been in effect during the lifetimes of both insureds
for two years from the date the payment has been received and accepted.
    
 
   
Payment in Case of Suicide (reference page 33).  If either insured commits
suicide within two years from the issue date, Merrill Lynch Life will pay only a
limited benefit and terminate the Contract. The benefit will be equal to the
payments made reduced by any debt.
    
 
If either insured commits suicide within two years of the effective date of any
increase in face amount requested, the coverage attributable to the increase
will be terminated and a limited benefit will be paid. The benefit will be
limited to the amount of mortality cost deductions made for the increase.
 
If either insured commits suicide within two years of any date an additional
payment is received and accepted, the coverage attributable to the payments will
be terminated and only a limited benefit will be paid. The benefit will be equal
to the payment less any debt attributable to amounts borrowed during the two
years from the date the payment was received and accepted.
 
Establishing Survivorship (Only Applicable to Joint Insureds).  If Merrill Lynch
Life is unable to determine which of the insureds was the last survivor on the
basis of the proofs of death provided, it will consider insured No. 1 as
designated in the application to be the last surviving insured.
 
   
INCOME PLANS (REFERENCE PAGE 33)
    
 
If no plan has been chosen when the last surviving insured dies, the beneficiary
has one year to apply the death benefit proceeds either paid or payable to him
or her to one or more of the income plans.
 
                                       56
<PAGE>   61
 
                MORE ABOUT MERRILL LYNCH LIFE INSURANCE COMPANY
 
DIRECTORS AND EXECUTIVE OFFICERS
 
Merrill Lynch Life's directors and executive officers and their positions with
Merrill Lynch Life are as follows:
 
<TABLE>
<CAPTION>
         NAME                  POSITION(S) WITH THE COMPANY
- ----------------------   ----------------------------------------
<S>                      <C>
Anthony J. Vespa         Chairman of the Board, President, and
                         Chief Executive Officer
Joseph E. Crowne, Jr.    Director, Senior Vice President, Chief
                         Financial Officer, Chief Actuary, and
                         Treasurer
Barry G. Skolnick        Director, Senior Vice President, General
                         Counsel, and Secretary
David M. Dunford         Director, Senior Vice President, and
                         Chief Investment Officer
Gail R. Farkas           Director and Senior Vice President
Robert J. Boucher        Senior Vice President, Variable Life
                         Administration
</TABLE>
 
Each director is elected to serve until the next annual meeting of shareholders
or until his or her successor is elected and shall have qualified. Each has held
various executive positions with insurance company subsidiaries of Merrill Lynch
Life's indirect parent, Merrill Lynch & Co., Inc. The principal positions of
Merrill Lynch Life's directors and executive officers for the past five years
are listed below:
 
   
Mr. Vespa joined Merrill Lynch Life in January 1994. Since February 1994, he has
held the position of Senior Vice President of MLPF&S. From February 1991 to
February 1994, he held the position of District Director and First Vice
President of MLPF&S.
    
 
   
Mr. Crowne joined Merrill Lynch Life in June 1991.
    
 
   
Mr. Skolnick joined Merrill Lynch Life in November 1990. Since May 1992, he has
held the position of Assistant General Counsel of Merrill Lynch & Co., Inc. and
First Vice President of MLPF&S.
    
 
Mr. Dunford joined Merrill Lynch Life in July 1990.
 
Ms. Farkas joined Merrill Lynch Life in August 1995. Prior to August 1995 she
held the position of Director of Market Planning of MLPF&S.
 
   
Mr. Boucher joined Merrill Lynch Life in May 1992.
    
 
No shares of Merrill Lynch Life are owned by any of its officers or directors,
as it is a wholly owned subsidiary of MLIG. The officers and directors of
Merrill Lynch Life, both individually and as a group, own less than one percent
of the outstanding shares of common stock of Merrill Lynch & Co., Inc.
 
SERVICES ARRANGEMENT
 
   
Merrill Lynch Life and MLIG are parties to a service agreement pursuant to which
MLIG has agreed to provide certain data processing, legal, actuarial,
management, advertising and other services to Merrill Lynch Life, including
services related to the Separate Account and the Contracts. Expenses incurred by
MLIG in relation to this service agreement are reimbursed by Merrill Lynch Life
on an allocated cost basis. Charges billed to Merrill Lynch Life by MLIG
pursuant to the agreement were $44.5 million for the year ended December 31,
1996.
    
 
STATE REGULATION
 
Merrill Lynch Life is subject to the laws of the State of Arkansas and to the
regulations of the Arkansas Insurance Department (the "Insurance Department"). A
detailed financial statement in the prescribed form (the "Annual Statement") is
filed with the Insurance Department each year covering Merrill Lynch Life's
operations for the preceding year and its financial condition as of the end of
that
 
                                       57
<PAGE>   62
 
year. Regulation by the Insurance Department includes periodic examination to
determine contract liabilities and reserves so that the Insurance Department may
certify that these items are correct. Merrill Lynch Life's books and accounts
are subject to review by the Insurance Department at all times. A full
examination of Merrill Lynch Life's operations is conducted periodically by the
Insurance Department and under the auspices of the National Association of
Insurance Commissioners. Merrill Lynch Life is also subject to the insurance
laws and regulations of all jurisdictions in which it is licensed to do
business.
 
LEGAL PROCEEDINGS
 
There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. Merrill Lynch Life and
MLPF&S are engaged in various kinds of routine litigation that, in the Company's
judgment, is not material to Merrill Lynch Life's total assets or to MLPF&S.
 
EXPERTS
 
   
The financial statements of Merrill Lynch Life as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996 and of the
Separate Account as of December 31, 1996 and for the periods presented, included
in this Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein, and have been so included
in reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing. Deloitte & Touche LLP's principal business address
is Two World Financial Center, New York, New York 10281-1433.
    
 
Actuarial matters included in this Prospectus have been examined by Joseph E.
Crowne, Jr., F.S.A., Chief Actuary and Chief Financial Officer of Merrill Lynch
Life, as stated in his opinion filed as an exhibit to the registration
statement.
 
LEGAL MATTERS
 
   
The organization of the Company, its authority to issue the Contract, and the
validity of the form of the Contract have been passed upon by Barry G. Skolnick,
Merrill Lynch Life's Senior Vice President and General Counsel. Sutherland,
Asbill & Brennan, L.L.P. of Washington, D.C. has provided advice on certain
matters relating to federal securities laws.
    
 
REGISTRATION STATEMENTS
 
Registration statements have been filed with the Securities and Exchange
Commission under the Securities Act of 1933 and the Investment Company Act of
1940 that relate to the Contract and its investment options. This Prospectus
does not contain all of the information in the registration statements as
permitted by Securities and Exchange Commission regulations. The omitted
information can be obtained from the Securities and Exchange Commission's
principal office in Washington, D.C., upon payment of a prescribed fee.
 
FINANCIAL STATEMENTS
 
The financial statements of Merrill Lynch Life, included herein, should be
distinguished from the financial statements of the Separate Account and should
be considered only as bearing upon the ability of Merrill Lynch Life to meet its
obligations under the Contracts.
 
                                       58
<PAGE>   63


<PAGE>
INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
Merrill Lynch Life Insurance Company:


We  have audited the accompanying statement of net assets of
Merrill Lynch Variable Life Separate Account (the "Account")
as  of  December  31,  1996 and the  related  statements  of
operations and changes in net assets for each of  the  three
years  in  the period then ended. These financial statements
are  the  responsibility of the management of Merrill  Lynch
Life Insurance Company. Our responsibility is to express  an
opinion on these financial statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally
accepted auditing standards. Those standards require that we
plan  and  perform the audit to obtain reasonable  assurance
about  whether the financial statements are free of material
misstatement. An audit includes examining, on a test  basis,
evidence  supporting  the amounts  and  disclosures  in  the
financial  statements. Our procedures included  confirmation
of mutual fund and unit investment trust securities owned at
December  31,  1996.  An audit also includes  assessing  the
accounting principles used and significant estimates made by
management,  as  well  as evaluating the  overall  financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in
all material respects, the financial position of the Account
at  December 31, 1996 and the results of its operations  and
the  changes  in  its net assets for the  above  periods  in
conformity with generally accepted accounting principles.

Our  audits  were conducted for the purpose  of  forming  an
opinion on the basic financial statements taken as a  whole.
The supplemental schedules included herein are presented for
the  purpose of additional analysis and are not  a  required
part of the basic financial statements. These schedules  are
the   responsibility  of  the  Company's  management.   Such
schedules  have  been  subjected to the auditing  procedures
applied in our audits of the basic financial statements and,
in  our  opinion, are fairly stated in all material respects
when   considered   in  relation  to  the  basic   financial
statements taken as a whole.




January 31, 1997

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF NET ASSETS AT DECEMBER 31, 1996
<TABLE>
<CAPTION>

ASSETS:                                                                   Cost              Shares           Market Value
                                                                 ------------------- ------------------- -------------------
<S>                                                              <C>                <C>                <C>
Investments in Merrill Lynch Series Fund, Inc. (Note 1):
  Money Reserve Portfolio                                        $       55,275,547         55,275,547  $       55,275,547
  Intermediate Government Bond Portfolio                                 14,725,548          1,358,772          14,851,382
  Long-Term Corporate Bond Portfolio                                     10,775,240            934,026          10,769,315
  Capital Stock Portfolio                                                23,875,222          1,112,039          25,854,917
  Growth Stock Portfolio                                                 20,280,019            899,170          24,987,943
  Multiple Strategy Portfolio                                            19,300,694          1,190,211          20,388,320
  High Yield Portfolio                                                   12,864,182          1,439,553          13,171,913
  Natural Resources Portfolio                                             2,056,235            243,754           2,240,103
  Global Strategy Portfolio                                              25,105,553          1,669,949          28,055,140
  Balanced Portfolio                                                      7,823,111            558,316           8,575,730
                                                                 -------------------                    -------------------
                                                                        192,081,351                            204,170,310
                                                                 -------------------                    -------------------
Investments in Merrill Lynch Variable Series Funds, Inc. (Note 1):
  Global Utility Focus Fund                                               1,037,080             93,911           1,144,773
  International Equity Focus Fund                                         7,393,980            669,887           7,790,785
  Global Bond Focus Fund                                                    928,585             96,555             942,375
  Basic Value Focus Fund                                                 16,712,803          1,312,709          19,349,327
  Developing Capital Markets Focus Fund                                   4,780,650            491,493           4,939,502
  Equity Growth Fund                                                      1,629,219             63,605           1,667,726
                                                                 -------------------                    -------------------
                                                                         32,482,317                             35,834,488
                                                                 -------------------                    -------------------

                                                                                            Units                         
                                                                                      -----------------    
Investments in the Merrill Lynch Fund of Stripped ("Zero")
  U.S. Treasury Securities, Series A through K (Note 1):
     1997 Trust                                                             322,907            354,958             353,858
     1998 Trust                                                             856,433          1,037,641             976,576
     1999 Trust                                                           1,010,910          1,311,236           1,161,112
     2000 Trust                                                             686,891            955,851             796,577
     2001 Trust                                                             155,752            209,705             164,464
     2002 Trust                                                             580,631            845,174             620,273
     2003 Trust                                                             188,863            318,255             211,283
     2004 Trust                                                             810,403          1,492,370             955,117
     2005 Trust                                                             660,931          1,175,751             709,542
     2006 Trust                                                             212,687            408,939             234,559
     2007 Trust                                                              26,423             61,585              32,890
     2008 Trust                                                             230,749            499,364             243,865
     2009 Trust                                                              68,393            197,438              90,051
     2010 Trust                                                             544,670          1,325,121             558,817
     2011 Trust                                                             216,344            812,409             322,859
     2013 Trust                                                             107,368            343,708             117,888
     2014 Trust                                                           2,367,598          8,012,514           2,532,996
                                                                 -------------------                    -------------------
                                                                          9,047,953                             10,082,727
                                                                 -------------------                    -------------------
  TOTAL ASSETS                                                   $      233,611,621                            250,087,525
                                                                 ===================                    -------------------

                          
LIABILITIES:
Payable to Merrill Lynch Life Insurance Company                                                                11,163,203
                                                                                                       -------------------
  TOTAL LIABILITIES                                                                                            11,163,203
                                                                                                       -------------------
  NET ASSETS                                                                                           $      238,924,322
                                                                                                       ===================    
</TABLE>
See Notes to Financial Statements            

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                                                        1996                1995                1994
                                                                 ------------------  ------------------  ------------------
<S>                                                              <C>                <C>                <C>
Investment Income:
 Reinvested Dividends                                            $      12,043,745   $       7,040,646   $       3,610,497
 Mortality and Expense Charges (Note 3)                                 (1,751,522)         (1,098,797)           (542,446)
 Transaction Charges (Note 4)                                              (28,838)            (18,263)             (3,767)
                                                                 ------------------  ------------------  ------------------
  Net Investment Income                                                 10,263,385           5,923,586           3,064,284
                                                                 ------------------  ------------------  ------------------

Realized and Unrealized Gains (Losses):
 Net Realized Losses                                                       (45,179)           (309,482)           (218,534)
 Net Unrealized Gains (Losses)                                           8,986,838          10,659,883          (4,239,903)
                                                                 ------------------  ------------------  ------------------
  Net Realized and Unrealized Gains (Losses)                             8,941,659          10,350,401          (4,458,437)
                                                                 ------------------  ------------------  ------------------
Increase (Decrease) in Net Assets
 Resulting from Operations                                              19,205,044          16,273,987          (1,394,153)
                                                                 ------------------  ------------------  ------------------

Changes from Principal Transactions:
 Transfers of Net Premiums                                              70,164,840          57,600,863          51,971,799
 Transfers of Policy Loading, Net (Note 3)                               3,408,619           2,992,695           3,241,522
 Transfers Due to Deaths                                                  (813,683)         (1,461,703)            (29,512)
 Transfers Due to Other Terminations                                    (2,808,710)         (2,139,618)           (493,701)
 Transfers Due to Policy Loans                                          (2,600,351)         (1,721,984)         (1,463,743)
 Transfers of Cost of Insurance                                         (3,101,640)         (2,101,569)         (1,296,287)
 Transfers of Loan Processing Charges                                      (50,705)            (28,928)             (8,161)
                                                                 ------------------  ------------------  ------------------
Increase in Net Assets
 Resulting from Principal Transactions                                  64,198,370          53,139,756          51,921,917
                                                                 ------------------  ------------------  ------------------

Increase in Net Assets                                                  83,403,414          69,413,743          50,527,764
Net Assets Beginning Balance                                           155,520,908          86,107,165          35,579,401
                                                                 ------------------  ------------------  ------------------
Net Assets Ending Balance                                        $     238,924,322   $     155,520,908   $      86,107,165
                                                                 ==================  ==================  ==================
</TABLE>

See Notes to Financial Statements


<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
Notes to Financial Statements

1. Merrill Lynch Variable Life Separate Account ("Account"),
   a  separate  account  of  Merrill  Lynch  Life  Insurance
   Company ("Merrill Lynch Life") was established to support
   the  operations  with  respect to certain  variable  life
   insurance   contracts  ("Contracts").  The   Account   is
   governed  by Arkansas State Insurance Law. Merrill  Lynch
   Life  is  an indirect wholly-owned subsidiary of  Merrill
   Lynch  & Co., Inc. ("Merrill"). The Account is registered
   as  a  unit investment trust under the Investment Company
   Act  of  1940  and  consists of  thirty-three  investment
   divisions  (thirty-five during  the  year).  Ten  of  the
   investment divisions each invest in the securities  of  a
   single  mutual fund portfolio of the Merrill Lynch Series
   Fund, Inc. Six of the investment divisions each invest in
   the  securities of a single mutual fund portfolio of  the
   Merrill  Lynch Variable Series Funds, Inc. (See Note  5).
   Seventeen  of  the investment divisions (eighteen  during
   the year) each invest in the securities of a single trust
   of  the  Merrill  Lynch  Fund of Stripped  ("Zero")  U.S.
   Treasury  Securities, Series A through K ("Zero Trusts").
   Each  trust  of  the  Zero Trusts  consists  of  Stripped
   Treasury  Securities  with a fixed maturity  date  and  a
   Treasury Note deposited to provide income to pay expenses
   of the trust.
     
   The  assets of the Account are registered in the name  of
   Merrill  Lynch Life. The portion of the Account's  assets
   attributable  to  the Contracts are not  chargeable  with
   liabilities  arising  out of any other  business  Merrill
   Lynch Life may conduct.
   
   The  change  in  net assets accumulated  in  the  Account
   provides the basis for the periodic determination of  the
   amount  of  increased  or decreased  benefits  under  the
   Contracts.
   
   The  net  assets may not be less than the amount required
   under  Arkansas State Insurance Law to provide for  death
   benefits  (without  regard to the minimum  death  benefit
   guarantee) and other Contract benefits.
   
   The   financial  statements  included  herein  have  been
   prepared in accordance with generally accepted accounting
   principles for variable life separate accounts registered
   as  unit  investment trusts. The preparation of financial
   statements   in   conformity  with   generally   accepted
   accounting   principles  requires  management   to   make
   estimates  and  assumptions  that  affect  the   reported
   amounts  of  assets  and liabilities  and  disclosure  of
   contingent  assets and liabilities at  the  date  of  the
   financial statements and the reported amounts of revenues
   and  expenses during the reporting period. Actual results
   could differ from those estimates.
     
2. The  following  is  a  summary of significant  accounting
   policies of the Account:
     
   Investments  in  the  divisions  are  included   in   the
   statement  of  net assets at the net asset value  of  the
   shares and units held.
   
   Dividend  income  is recognized on the ex-dividend  date.
   All dividends are automatically reinvested.
   
   Realized gains and losses on the sales of investments are
   computed on the first in first out method.
   
   The operations of the Account are included in the Federal
   income  tax  return  of  Merrill Lynch  Life.  Under  the
   provisions of the Contracts, Merrill Lynch Life  has  the
   right  to  charge the Account for any Federal income  tax
   attributable to the Account. No charge is currently being
   made  against  the  Account for  such  tax  since,  under
   current  tax  law,  Merrill Lynch Life  pays  no  tax  on
   investment income and capital gains reflected in variable
   life  insurance contract reserves. However, Merrill Lynch
   Life  retains the right to charge for any Federal  income
   tax  incurred which is attributable to the Account if the
   law  is  changed. Contract loading, however,  includes  a
   charge  for  a  significantly higher Federal  income  tax
   liability of Merrill Lynch Life (see Note 3). Charges for
   state  and  local  taxes,  if any,  attributable  to  the
   Account may also be made.
     
3. Merrill  Lynch  Life assumes mortality and expense  risks
   related to Contracts investing in the Account and deducts
   a daily charges at a rate of .90% (on an annual basis) of
   the net assets of the Account to cover these risks.
     
   Merrill  Lynch  Life makes certain deductions  from  each
   premium.  For certain Contracts, the deductions are  made
   before the premium is allocated to the Account. For other
   Contracts, the deductions are taken in equal installments
   on  the  first through tenth Contract anniversaries.  The
   deductions  are  for (1) sales load, (2)  Federal  income
   taxes, and (3) state and local premium taxes.
   
   In   addition,  the  cost  of  providing  life  insurance
   coverage  for the insureds will be deducted on the  dates
   specified  by the Contract. This cost will vary dependent
   upon  the insured's underwriting class, sex (except where
   unisex rates are required by state law), attained age  of
   each insured and the Contract's net amount at risk.
     
4. Merrill  Lynch  Life  pays  all  transaction  charges  to
   Merrill  Lynch, Pierce, Fenner & Smith Inc., a subsidiary
   of Merrill and sponsor of the Zero Trusts, on the sale of
   Zero  Trust  units  to the Account.  Merrill  Lynch  Life
   deducts  a daily asset charge against the assets of  each
   trust for the reimbursement of these transaction charges.
   The  asset  charge  is equivalent to an effective  annual
   rate  of .34% (annually at the beginning of the year)  of
   net assets for Contract owners.

5. Effective following the close of business on December  6,
   1996,  the  International Bond Fund was merged  with  and
   into the former World Income Focus Fund; the World Income
   Focus  Fund was renamed the Global Bond Focus  Fund;  and
   the Fund's investment objective was modified.





<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                             Divisions Investing In
                                                                ----------------------------------------------------
                                                                                   Intermediate       Long-Term
                                                  Total             Money           Government        Corporate
                                                 Separate          Reserve            Bond              Bond
                                                 Account          Portfolio         Portfolio         Portfolio
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $     12,043,745  $      2,259,703  $        882,178  $        625,900
 Mortality and Expense Charges                    (1,751,522)         (338,561)         (118,016)          (83,645)
 Transaction Charges                                 (28,838)                0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                    10,263,385         1,921,142           764,162           542,255
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                         (45,179)                0            18,190           (69,537)
 Net Unrealized Gains (Losses)                     8,986,838                 0          (494,507)         (262,935)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)       8,941,659                 0          (476,317)         (332,472)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                        19,205,044         1,921,142           287,845           209,783
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                        70,164,840        57,111,336           274,240           441,258
 Transfers of Policy Loading, Net                  3,408,619         3,817,075           (65,305)          (45,661)
 Transfers Due to Deaths                            (813,683)         (279,751)          (18,739)          (40,588)
 Transfers Due to Other Terminations              (2,808,710)         (380,432)          (76,682)         (101,534)
 Transfers Due to Policy Loans                    (2,600,351)       (1,084,294)          (52,385)          (42,333)
 Transfers of Cost of Insurance                   (3,101,640)         (629,669)         (140,278)         (119,430)
 Transfers of Loan Processing Charges                (50,705)          (10,186)           (1,605)           (1,801)
 Transfers Among Investment Divisions                      0       (49,154,498)        2,922,480         2,331,559
 Transfer of Merged Funds                                  0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions            64,198,370         9,389,581         2,841,726         2,421,470
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                 83,403,414        11,310,723         3,129,571         2,631,253
Net Assets Beginning Balance                     155,520,908        32,871,637        11,703,850         8,125,727
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $    238,924,322  $     44,182,360  $     14,833,421  $     10,756,980
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------

                                                 Capital            Growth           Multiple           High
                                                  Stock             Stock            Strategy           Yield
                                                Portfolio         Portfolio         Portfolio         Portfolio
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $      2,849,273  $        474,609  $      2,134,807  $        991,648
 Mortality and Expense Charges                      (189,168)         (168,016)         (161,312)          (93,784)
 Transaction Charges                                       0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                     2,660,105           306,593         1,973,495           897,864
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                        (192,580)           76,061          (205,247)          (38,619)
 Net Unrealized Gains (Losses)                       677,575         2,799,507           511,360           263,711
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)         484,995         2,875,568           306,113           225,092
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                         3,145,100         3,182,161         2,279,608         1,122,956
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                         2,079,423         1,942,040         1,309,262           764,317
 Transfers of Policy Loading, Net                    (43,754)          (21,164)          (65,905)          (51,806)
 Transfers Due to Deaths                             (92,681)           (8,492)          (75,789)           (3,979)
 Transfers Due to Other Terminations                (321,383)         (260,142)         (312,254)         (358,814)
 Transfers Due to Policy Loans                      (145,225)         (397,438)         (171,503)         (204,029)
 Transfers of Cost of Insurance                     (328,889)         (333,742)         (276,061)         (163,545)
 Transfers of Loan Processing Charges                 (5,535)           (6,120)           (4,502)           (4,660)
 Transfers Among Investment Divisions              4,872,794         7,878,892         1,654,189         4,143,862
 Transfer of Merged Funds                                  0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions             6,014,750         8,793,834         2,057,437         4,121,346
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                  9,159,850        11,975,995         4,337,045         5,244,302
Net Assets Beginning Balance                      16,702,494        13,013,803        16,039,254         7,922,131
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $     25,862,344  $     24,989,798  $     20,376,299  $     13,166,433
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------
                                                                                                        Global
                                                 Natural            Global                              Utility
                                                Resources          Strategy         Balanced             Focus
                                                Portfolio         Portfolio         Portfolio            Fund
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $         35,904  $        658,077  $        339,821  $         26,694
 Mortality and Expense Charges                       (18,240)         (216,109)          (61,936)           (6,067)
 Transaction Charges                                       0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        17,664           441,968           277,885            20,627
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                          88,450            51,512            16,557             6,978
 Net Unrealized Gains (Losses)                       143,526         2,581,792           341,710            68,172
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)         231,976         2,633,304           358,267            75,150
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                           249,640         3,075,272           636,152            95,777
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           181,972         2,473,052           553,126            47,855
 Transfers of Policy Loading, Net                     (3,920)          (44,092)          (27,821)               40
 Transfers Due to Deaths                                   0          (158,560)           (1,125)                0
 Transfers Due to Other Terminations                 (55,127)         (514,227)         (209,048)             (554)
 Transfers Due to Policy Loans                       (22,880)         (192,425)          (60,254)           (5,578)
 Transfers of Cost of Insurance                      (28,415)         (421,815)         (118,014)          (10,007)
 Transfers of Loan Processing Charges                   (167)           (6,017)           (2,108)             (145)
 Transfers Among Investment Divisions                291,252         3,487,282         2,554,987           650,138
 Transfer of Merged Funds                                  0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               362,715         4,623,198         2,689,743           681,749
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    612,355         7,698,470         3,325,895           777,526
Net Assets Beginning Balance                       1,627,177        20,342,494         5,247,662           366,959
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $      2,239,532  $     28,040,964  $      8,573,557  $      1,144,485
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                           -----------------------------------------------------------------------
                                              International         Global            Basic
                                                  Equity             Bond             Value         International
                                                  Focus              Focus            Focus             Bond
                                                  Fund               Fund             Fund              Fund
                                           ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $        58,526  $         29,074  $        596,893  $         19,027
 Mortality and Expense Charges                      (55,091)           (3,779)         (118,246)           (2,285)
 Transaction Charges                                      0                 0                 0                 0
                                           ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        3,435            25,295           478,647            16,742
                                           ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                          1,353               347            54,169            (2,241)
 Net Unrealized Gains (Losses)                      266,897             7,902         1,807,802              (796)
                                           ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)        268,250             8,249         1,861,971            (3,037)
                                           ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Operations                          271,685            33,544         2,340,618            13,705
                                            ---------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                          756,559            40,516         1,276,821            44,422
 Transfers of Policy Loading, Net                    (3,515)              509            (5,302)              902
 Transfers Due to Deaths                            (33,903)                0           (68,358)             (877)
 Transfers Due to Other Terminations                (41,605)             (552)         (123,456)            1,893
 Transfers Due to Policy Loans                      (64,171)                0           (76,540)             (988)
 Transfers of Cost of Insurance                    (114,440)           (5,978)         (241,687)           (4,818)
 Transfers of Loan Processing Charges                (1,964)             (147)           (2,269)              (41)
 Transfers Among Investment Divisions             2,803,185           284,230         7,975,786           218,985
 Transfer of Merged Funds                                 0           367,255                 0          (367,255)
                                            ---------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions            3,300,146           685,833         8,734,995          (107,777)
                                            ---------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                 3,571,831           719,377        11,075,613           (94,072)
Net Assets Beginning Balance                      4,222,913           219,182         8,270,093            94,072
                                            ---------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $     7,794,744  $        938,559  $     19,345,706  $              0
                                            ================ ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------
                                                 Developing
                                                  Capital            Equity
                                               Markets Focus         Growth            1996              1997
                                                   Fund              Fund              Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $         61,179  $            432  $              0  $              0
 Mortality and Expense Charges                       (36,040)           (4,712)             (249)           (2,858)
 Transaction Charges                                       0                 0               (91)           (1,075)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        25,139            (4,280)             (340)           (3,933)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                         (20,703)             (914)           10,567             1,373
 Net Unrealized Gains (Losses)                       250,904            38,506            (9,400)           14,566
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)         230,201            37,592             1,167            15,939
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Operations                           255,340            33,312               827            12,006
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           610,043            25,818                 0             3,518
 Transfers of Policy Loading, Net                     11,064             1,255              (728)           (2,396)
 Transfers Due to Deaths                             (30,841)                0                 0                 0
 Transfers Due to Other Terminations                 (31,692)           (1,214)              159               (67)
 Transfers Due to Policy Loans                       (57,503)                0                 0             1,090
 Transfers of Cost of Insurance                      (64,681)           (7,114)             (210)           (3,936)
 Transfers of Loan Processing Charges                   (863)             (221)               23               (46)
 Transfers Among Investment Divisions              1,835,923         1,615,438          (222,425)           65,390
 Transfer of Merged Funds                                  0                 0                 0                 0       
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions             2,271,450         1,633,962          (223,181)           63,553
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                  2,526,790         1,667,274          (222,354)           75,559
Net Assets Beginning Balance                       2,407,606                 0           222,354           277,986
                                           ------------------ ----------------- ----------------- -----------------
Net Assets Ending Balance                  $       4,934,396  $      1,667,274  $              0  $        353,545
                                           ================== ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                   1998              1999              2000              2001
                                                   Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                        (8,548)           (9,461)           (6,622)             (967)
 Transaction Charges                                  (3,218)           (3,562)           (2,493)             (365)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                       (11,766)          (13,023)           (9,115)           (1,332)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                           6,017             5,854            12,442               700
 Net Unrealized Gains (Losses)                        37,385            37,303            12,222             4,215
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)          43,402            43,157            24,664             4,915
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                            31,636            30,134            15,549             3,583
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                             2,729             2,079            11,888             1,320
 Transfers of Policy Loading, Net                     (7,282)           (9,924)           (4,276)             (634)
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                 (17,187)           13,021               (80)           (9,468)
 Transfers Due to Policy Loans                           (34)            3,211           (12,327)                0
 Transfers of Cost of Insurance                       (6,841)          (12,333)           (7,564)             (930)
 Transfers of Loan Processing Charges                    (90)             (606)             (122)              (44)
 Transfers Among Investment Divisions                151,070           136,353            52,712           114,790
 Transfer of Merged Funds                                  0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               122,365           131,801            40,231           105,034
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    154,001           161,935            55,780           108,617
Net Assets Beginning Balance                         821,981           998,741           740,415            55,744
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $        975,982  $      1,160,676  $        796,195  $        164,361
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                   2002              2003              2004              2005
                                                   Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                        (4,865)           (1,249)           (7,310)           (7,624)
 Transaction Charges                                  (1,836)             (471)           (2,753)           (2,871)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        (6,701)           (1,720)          (10,063)          (10,495)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                           3,431               936            17,968            48,027
 Net Unrealized Gains (Losses)                        10,227             4,471           (10,934)          (65,787)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)          13,658             5,407             7,034           (17,760)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                             6,957             3,687            (3,029)          (28,255)
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                                 0             9,067            24,881            21,785
 Transfers of Policy Loading, Net                     (2,544)             (127)           (5,811)           (3,031)
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                    (335)              (86)           17,456           (23,693)
 Transfers Due to Policy Loans                        (3,280)                0            (3,357)           (2,263)
 Transfers of Cost of Insurance                       (6,687)           (2,134)          (11,301)           (8,848)
 Transfers of Loan Processing Charges                    (65)             (369)             (254)              (38)
 Transfers Among Investment Divisions                429,537            95,804           127,953           115,644
 Transfer of Merged Funds                                  0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               416,626           102,155           149,567            99,556
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    423,583           105,842           146,538            71,301
Net Assets Beginning Balance                         196,420           105,346           808,228           637,825
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $        620,003  $        211,188  $        954,766  $        709,126
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                   2006              2007              2008              2009
                                                   Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                        (1,207)             (282)           (1,849)             (689)
 Transaction Charges                                    (456)             (107)             (697)             (259)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        (1,663)             (389)           (2,546)             (948)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                             655               202             2,072               542
 Net Unrealized Gains (Losses)                         3,403              (764)           (4,484)           (1,142)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)           4,058              (562)           (2,412)             (600)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                             2,395              (951)           (4,958)           (1,548)
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                                 0             1,301            33,415                 0
 Transfers of Policy Loading, Net                       (506)             (218)              556              (158)
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                     (15)               (2)              (65)              (22)
 Transfers Due to Policy Loans                             0                 0             1,630                 0
 Transfers of Cost of Insurance                       (1,015)             (385)           (2,980)           (1,195)
 Transfers of Loan Processing Charges                    (23)               (1)             (304)               (4)
 Transfers Among Investment Divisions                162,335                 2            22,434            20,781
 Transfer of Merged Funds                                  0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               160,776               697            54,686            19,402
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    163,171              (254)           49,728            17,854
Net Assets Beginning Balance                          71,281            33,130           194,013            72,146
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $        234,452  $         32,876  $        243,741  $         90,000
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                   2010              2011              2013              2014
                                                   Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>                 <C>                  <C>                 <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                        (3,648)           (2,818)             (822)          (15,447)
 Transaction Charges                                  (1,376)           (1,061)             (310)           (5,837)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        (5,024)           (3,879)           (1,132)          (21,284)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                          (1,501)            3,521             2,269            55,970
 Net Unrealized Gains (Losses)                         5,242          (124,824)           (1,550)           75,563
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)           3,741          (121,303)              719           131,533
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                            (1,283)         (125,182)             (413)          110,249
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                             2,719             2,406            47,499            68,173
 Transfers of Policy Loading, Net                      4,058            (1,867)            4,531           (13,624)
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                    (218)              (13)               26            (1,298)
 Transfers Due to Policy Loans                        (7,845)                0               370                 0
 Transfers of Cost of Insurance                       (3,366)           (3,609)           (1,853)          (17,870)
 Transfers of Loan Processing Charges                    (48)               (6)              (69)             (288)
 Transfers Among Investment Divisions                266,394           108,244               120         1,986,378
 Transfer of Merged Funds                                  0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               261,694           105,155            50,624         2,021,471
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    260,411           (20,027)           50,211         2,131,720
Net Assets Beginning Balance                         298,173           342,790            67,623           399,658
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $        558,584  $        322,763  $        117,834  $      2,531,378
                                            ================= ================= ================= =================
</TABLE>
<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                             Divisions Investing In
                                                              -----------------------------------------------------
                                                                                   Intermediate       Long-Term
                                                  Total             Money           Government        Corporate
                                                 Separate          Reserve            Bond              Bond
                                                 Account          Portfolio         Portfolio         Portfolio
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $      7,040,646  $      2,042,506  $        590,260  $        471,729
 Mortality and Expense Charges                    (1,098,797)         (276,122)          (77,890)          (60,109)
 Transaction Charges                                 (18,263)                0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                     5,923,586         1,766,384           512,370           411,620
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                        (309,482)                0          (161,089)          (84,296)
 Net Unrealized Gains (Losses)                    10,659,883                 0           967,267           831,382
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)      10,350,401                 0           806,178           747,086
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                        16,273,987         1,766,384         1,318,548         1,158,706
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                        57,600,863        48,585,875           237,242           206,770
 Transfers of Policy Loading, Net                  2,992,695         3,263,562           (47,077)          (58,349)
 Transfers Due to Deaths                          (1,461,703)          (89,375)         (242,713)         (243,177)
 Transfers Due to Other Terminations              (2,139,618)         (281,643)          (15,301)         (159,890)
 Transfers Due to Policy Loans                    (1,721,984)         (662,050)          (21,269)          (22,813)
 Transfers of Cost of Insurance                   (2,101,569)         (539,265)          (95,544)          (78,535)
 Transfers of Loan Processing Charges                (28,928)           (4,005)           (2,139)           (1,110)
 Transfers Among Investment Divisions                      0       (45,681,956)        5,740,096         2,729,204
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions            53,139,756         4,591,143         5,553,295         2,372,100
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                 69,413,743         6,357,527         6,871,843         3,530,806
Net Assets Beginning Balance                      86,107,165        26,514,110         4,832,007         4,594,921
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $    155,520,908  $     32,871,637  $     11,703,850  $      8,125,727
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------

                                                 Capital           Growth           Multiple            High
                                                  Stock             Stock           Strategy            Yield
                                                Portfolio         Portfolio         Portfolio         Portfolio
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $        702,946  $        332,737  $      1,029,923  $        530,868
 Mortality and Expense Charges                      (109,563)          (73,632)         (120,845)          (48,511)
 Transaction Charges                                       0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                       593,383           259,105           909,078           482,357
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                         (57,970)          (58,237)         (148,847)          (47,719)
 Net Unrealized Gains (Losses)                     1,648,314         2,148,543         1,270,564           250,744
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)       1,590,344         2,090,306         1,121,717           203,025
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                         2,183,727         2,349,411         2,030,795           685,382
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                         1,137,847         1,068,231         1,066,156           579,214
 Transfers of Policy Loading, Net                    (62,080)            6,422           (44,104)            3,154
 Transfers Due to Deaths                            (306,000)          (10,301)          (65,938)           (2,080)
 Transfers Due to Other Terminations                (273,101)          (97,817)         (337,461)          (42,371)
 Transfers Due to Policy Loans                      (216,960)         (102,930)          (92,141)          (72,558)
 Transfers of Cost of Insurance                     (192,230)         (159,365)         (203,001)         (105,754)
 Transfers of Loan Processing Charges                 (2,660)           (2,120)           (2,802)           (2,953)
 Transfers Among Investment Divisions              7,075,715         5,643,336         3,815,780         4,138,536
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions             7,160,531         6,345,456         4,136,489         4,495,188
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                  9,344,258         8,694,867         6,167,284         5,180,570
Net Assets Beginning Balance                       7,358,236         4,318,936         9,871,970         2,741,561
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $     16,702,494  $     13,013,803  $     16,039,254  $      7,922,131
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------
                                                                                                        Global
                                                 Natural           Global                               Utility
                                                Resources         Strategy          Balanced             Focus
                                                Portfolio         Portfolio         Portfolio            Fund
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $         23,752  $        808,709  $        274,872  $          7,374
 Mortality and Expense Charges                       (12,008)         (159,374)          (37,964)           (1,669)
 Transaction Charges                                       0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        11,744           649,335           236,908             5,705
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                          47,638            56,413           (36,077)            2,396
 Net Unrealized Gains (Losses)                        74,639           917,790           540,526            41,816
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)         122,277           974,203           504,449            44,212
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                           134,021         1,623,538           741,357            49,917
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           173,219         2,484,243           437,292            12,013
 Transfers of Policy Loading, Net                       (227)           (1,635)          (32,229)           (1,185)
 Transfers Due to Deaths                                   0          (257,767)         (244,352)                0
 Transfers Due to Other Terminations                 (27,497)         (449,161)          (88,275)             (305)
 Transfers Due to Policy Loans                       (11,517)         (299,628)          (12,334)                0
 Transfers of Cost of Insurance                      (25,805)         (358,387)          (80,463)           (3,959)
 Transfers of Loan Processing Charges                   (319)           (4,268)           (1,398)              (34)
 Transfers Among Investment Divisions                365,584         3,046,233         1,511,909           246,773
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               473,438         4,159,630         1,490,150           253,303
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    607,459         5,783,168         2,231,507           303,220
Net Assets Beginning Balance                       1,019,718        14,559,326         3,016,155            63,739
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $      1,627,177  $     20,342,494  $      5,247,662  $        366,959
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------
                                               International        Global             Basic
                                                  Equity             Bond              Value         International
                                                  Focus              Focus             Focus             Bond
                                                  Fund               Fund              Fund              Fund
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $         87,517  $          8,615  $        106,693  $          8,339
 Mortality and Expense Charges                       (23,269)             (756)          (34,416)             (909)
 Transaction Charges                                       0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        64,248             7,859            72,277             7,430
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                         (50,146)               23             2,816             1,587
 Net Unrealized Gains (Losses)                       207,950             6,982           824,592             1,447
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)         157,804             7,005           827,408             3,034
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                           222,052            14,864           899,685            10,464
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           484,768            18,466           527,518            12,428
 Transfers of Policy Loading, Net                     (7,642)              825            (2,243)             (784)
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                (123,171)             (121)          (59,804)           (2,748)
 Transfers Due to Policy Loans                       (98,219)            9,020           (13,838)            7,037
 Transfers of Cost of Insurance                      (67,572)           (1,412)          (88,195)           (3,757)
 Transfers of Loan Processing Charges                   (704)              (83)           (1,106)              (86)
 Transfers Among Investment Divisions              1,625,203           125,435         5,642,607           (13,353)
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions             1,812,663           152,130         6,004,939            (1,263)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                  2,034,715           166,994         6,904,624             9,201
Net Assets Beginning Balance                       2,188,198            52,188         1,365,469            84,871
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $      4,222,913  $        219,182  $      8,270,093  $         94,072
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------
                                                Developing
                                                  Capital
                                               Markets Focus        1995              1996              1997
                                                   Fund             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $         13,806  $              0  $              0  $              0
 Mortality and Expense Charges                       (13,411)           (1,483)           (1,358)           (1,725)
 Transaction Charges                                       0              (558)             (514)             (652)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                           395            (2,041)           (1,872)           (2,377)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                         (43,247)           12,157               789               310
 Net Unrealized Gains (Losses)                        31,160            (1,196)            8,972            16,365
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)         (12,087)           10,961             9,761            16,675
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                           (11,692)            8,920             7,889            14,298
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           446,742                 0             6,557             2,609
 Transfers of Policy Loading, Net                      6,365            (1,240)              186               237
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                 (24,891)           (5,133)             (118)             (168)
 Transfers Due to Policy Loans                       (17,128)                0            (9,116)                0
 Transfers of Cost of Insurance                      (39,732)           (1,291)           (1,698)           (2,572)
 Transfers of Loan Processing Charges                 (2,002)               10               (40)              (26)
 Transfers Among Investment Divisions                567,104          (117,487)          178,394           231,794
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               936,458          (125,141)          174,165           231,874
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    924,766          (116,221)          182,054           246,172
Net Assets Beginning Balance                       1,482,840           116,221            40,300            31,814
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $      2,407,606  $              0  $        222,354  $        277,986
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                  1998              1999              2000              2001
                                                  Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                        (7,049)           (7,718)           (5,481)             (915)
 Transaction Charges                                  (2,664)           (2,917)           (2,070)             (345)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        (9,713)          (10,635)           (7,551)           (1,260)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                          12,007             9,541             1,741            12,302
 Net Unrealized Gains (Losses)                        83,423           113,158            98,041             4,321
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)          95,430           122,699            99,782            16,623
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                            85,717           112,064            92,231            15,363
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                             1,898             3,995            23,896             1,194
 Transfers of Policy Loading, Net                    (17,373)           (3,399)           (2,494)             (381)
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                (132,812)             (540)              110                 3
 Transfers Due to Policy Loans                             7           (60,000)           (2,825)           (3,268)
 Transfers of Cost of Insurance                       (7,052)           (9,302)           (7,926)           (1,541)
 Transfers of Loan Processing Charges                    (95)             (243)             (205)               (1)
 Transfers Among Investment Divisions                777,277           802,185           350,856            (5,671)
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               621,850           732,696           361,412            (9,665)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    707,567           844,760           453,643             5,698
Net Assets Beginning Balance                         114,414           153,981           286,772            50,046
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $        821,981  $        998,741  $        740,415  $         55,744
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                  2002              2003              2004              2005
                                                  Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                        (1,352)             (911)           (6,222)           (4,063)
 Transaction Charges                                    (511)             (344)           (2,348)           (1,537)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        (1,863)           (1,255)           (8,570)           (5,600)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                             385             6,784            30,917             1,337
 Net Unrealized Gains (Losses)                        29,570            17,905           150,791           113,569
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)          29,955            24,689           181,708           114,906
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                            28,092            23,434           173,138           109,306
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                                 0                 0            30,500            10,212
 Transfers of Policy Loading, Net                       (831)              217            (3,307)              460
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                     (63)              (59)             (226)              245
 Transfers Due to Policy Loans                             0                 0           (10,000)                0
 Transfers of Cost of Insurance                       (1,137)           (1,521)           (8,914)           (4,000)
 Transfers of Loan Processing Charges                    (10)               (9)             (204)              (54)
 Transfers Among Investment Divisions                 72,433            77,361           219,263           491,998
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions                70,392            75,989           227,112           498,861
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                     98,484            99,423           400,250           608,167
Net Assets Beginning Balance                          97,936             5,923           407,978            29,658
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $        196,420  $        105,346  $        808,228  $        637,825
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                  2006              2007              2008              2009
                                                  Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                          (540)             (221)             (614)             (898)
 Transaction Charges                                    (204)              (83)             (233)             (338)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                          (744)             (304)             (847)           (1,236)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                             293               163             3,614            20,240
 Net Unrealized Gains (Losses)                        17,073             7,219            17,580            16,726
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)          17,366             7,382            21,194            36,966
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                            16,622             7,078            20,347            35,730
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                                 0             1,010            20,456             5,576
 Transfers of Policy Loading, Net                       (472)             (226)              735              (225)
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                     (10)              (17)             (122)               48
 Transfers Due to Policy Loans                             0                 0            (7,000)                0
 Transfers of Cost of Insurance                         (468)             (401)           (1,408)             (719)
 Transfers of Loan Processing Charges                     (2)               (3)              (19)                7
 Transfers Among Investment Divisions                  4,258            24,705           154,313          (120,220)
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions                 3,306            25,068           166,955          (115,533)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                     19,928            32,146           187,302           (79,803)
Net Assets Beginning Balance                          51,353               984             6,711           151,949
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $         71,281  $         33,130  $        194,013  $         72,146
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                  2010              2011              2013              2014
                                                  Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                        (2,316)           (2,403)             (525)           (2,555)
 Transaction Charges                                    (875)             (907)             (198)             (965)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        (3,191)           (3,310)             (723)           (3,520)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                          87,387             2,349            12,386            52,571
 Net Unrealized Gains (Losses)                         5,161            98,680            14,348            84,461
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)          92,548           101,029            26,734           137,032
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                            89,357            97,719            26,011           133,512
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                             2,682                 0               105            12,149
 Transfers of Policy Loading, Net                     (1,327)           (1,656)             (847)            1,865
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                 (16,958)              (81)                2              (162)
 Transfers Due to Policy Loans                             0                 0            (2,454)                0
 Transfers of Cost of Insurance                       (1,969)           (2,650)           (1,359)           (2,665)
 Transfers of Loan Processing Charges                    (18)              (13)             (189)              (25)
 Transfers Among Investment Divisions                 67,414            92,008           (25,040)          145,953
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions                49,824            87,608           (29,782)          157,115
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    139,181           185,327            (3,771)          290,627
Net Assets Beginning Balance                         158,992           157,463            71,394           109,031
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $        298,173  $        342,790  $         67,623  $        399,658
                                            ================= ================= ================= =================
</TABLE>
<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                             Divisions Investing In
                                                              -----------------------------------------------------
                                                                                   Intermediate       Long-Term
                                                  Total             Money           Government        Corporate
                                                 Separate          Reserve            Bond              Bond
                                                 Account          Portfolio         Portfolio         Portfolio
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $      3,610,497  $        950,581  $        285,253  $        425,190
 Mortality and Expense Charges                      (542,446)         (170,748)          (28,708)          (37,653)
 Transaction Charges                                  (3,767)                0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                     3,064,284           779,833           256,545           387,537
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                        (218,534)                0           (60,235)          (25,319)
 Net Unrealized Gains (Losses)                    (4,239,903)                0          (350,295)         (600,392)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)      (4,458,437)                0          (410,530)         (625,711)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                        (1,394,153)          779,833          (153,985)         (238,174)
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                        51,971,799        47,324,731           187,931            92,352
 Transfers of Policy Loading, Net                  3,241,522         3,195,360            (8,955)          (18,352)
 Transfers Due to Deaths                             (29,512)           (6,644)                0            (2,647)
 Transfers Due to Other Terminations                (493,701)         (172,019)          (13,442)          (12,312)
 Transfers Due to Policy Loans                    (1,463,743)         (610,255)         (142,120)          (12,546)
 Transfers of Cost of Insurance                   (1,296,287)         (390,815)          (43,069)          (51,233)
 Transfers of Loan Processing Charges                 (8,161)           (1,637)             (913)             (376)
 Transfers Among Investment Divisions                      0       (35,662,412)        2,882,108         1,212,618
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions            51,921,917        13,676,309         2,861,540         1,207,504
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                 50,527,764        14,456,142         2,707,555           969,330
Net Assets Beginning Balance                      35,579,401        12,057,968         2,124,452         3,625,591
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $     86,107,165  $     26,514,110  $      4,832,007  $      4,594,921
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------

                                                 Capital           Growth           Multiple           High
                                                  Stock             Stock           Strategy           Yield
                                                Portfolio         Portfolio         Portfolio         Portfolio
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $        361,177  $        287,424  $        661,067  $        215,561
 Mortality and Expense Charges                       (49,108)          (26,158)          (68,143)          (18,453)
 Transaction Charges                                       0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                       312,069           261,266           592,924           197,108
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                          (4,588)          (38,883)          (57,248)          (21,634)
 Net Unrealized Gains (Losses)                      (631,923)         (347,941)         (957,925)         (232,926)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)        (636,511)         (386,824)       (1,015,173)         (254,560)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                          (324,442)         (125,558)         (422,249)          (57,452)
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           740,725           500,203           513,551           258,413
 Transfers of Policy Loading, Net                   (121,761)           19,520            36,858             5,702
 Transfers Due to Deaths                                   0                 0            (4,590)           (2,687)
 Transfers Due to Other Terminations                 (52,016)          (12,269)          (45,256)          (27,551)
 Transfers Due to Policy Loans                       (71,717)          (15,306)         (142,921)         (131,734)
 Transfers of Cost of Insurance                     (108,205)          (81,834)         (133,481)          (56,140)
 Transfers of Loan Processing Charges                   (928)             (741)           (1,011)             (255)
 Transfers Among Investment Divisions              4,257,528         2,313,575         6,058,382         1,520,909
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions             4,643,626         2,723,148         6,281,532         1,566,657
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                  4,319,184         2,597,590         5,859,283         1,509,205
Net Assets Beginning Balance                       3,039,052         1,721,346         4,012,687         1,232,356
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $      7,358,236  $      4,318,936  $      9,871,970  $      2,741,561
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------
                                                                                                        Global
                                                 Natural           Global                               Utility
                                                Resources         Strategy          Balanced             Focus
                                                Portfolio         Portfolio         Portfolio            Fund
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $         11,993  $        307,203  $         96,724  $            489
 Mortality and Expense Charges                        (6,508)          (95,867)          (22,533)             (111)
 Transaction Charges                                       0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                         5,485           211,336            74,191               378
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                           1,420            42,186           (22,332)               (4)
 Net Unrealized Gains (Losses)                       (24,535)         (712,889)         (174,733)           (2,295)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)         (23,115)         (670,703)         (197,065)           (2,299)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                           (17,630)         (459,367)         (122,874)           (1,921)
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           163,578         1,592,234           220,509                 0
 Transfers of Policy Loading, Net                      9,677            90,005            26,326              (162)
 Transfers Due to Deaths                                   0            (7,628)           (5,316)                0
 Transfers Due to Other Terminations                  (1,141)         (121,934)          (39,643)              (38)
 Transfers Due to Policy Loans                        (7,332)         (174,375)         (107,866)                0
 Transfers of Cost of Insurance                      (17,949)         (301,516)          (50,834)             (387)
 Transfers of Loan Processing Charges                    (96)           (1,317)             (156)               (6)
 Transfers Among Investment Divisions                520,012         8,328,156         1,725,495            66,253
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               666,749         9,403,625         1,768,515            65,660
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    649,119         8,944,258         1,645,641            63,739
Net Assets Beginning Balance                         370,599         5,615,068         1,370,514                 0
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $      1,019,718  $     14,559,326  $      3,016,155  $         63,739
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------
                                               International         Global            Basic
                                                   Equity            Bond              Value         International
                                                   Focus             Focus             Focus             Bond
                                                   Fund              Fund              Fund              Fund
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $          1,561  $          1,593  $          1,754  $          2,927
 Mortality and Expense Charges                        (3,570)             (106)           (2,016)             (257)
 Transaction Charges                                       0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        (2,009)            1,487              (262)            2,670
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                            (231)             (988)              169               147
 Net Unrealized Gains (Losses)                       (78,043)           (1,095)            4,130              (651)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)         (78,274)           (2,083)            4,299              (504)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                           (80,283)             (596)            4,037             2,166
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           111,017                 0            72,775            33,800
 Transfers of Policy Loading, Net                      2,406               (11)             (675)              180
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                  (3,405)              (30)              776                (1)
 Transfers Due to Policy Loans                           310            (7,961)           (1,349)           (8,041)
 Transfers of Cost of Insurance                      (20,300)           (1,034)           (9,133)           (1,325)
 Transfers of Loan Processing Charges                   (266)               (4)             (140)               (7)
 Transfers Among Investment Divisions              2,178,719            61,824         1,299,178            58,099
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions             2,268,481            52,784         1,361,432            82,705
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                  2,188,198            52,188         1,365,469            84,871
Net Assets Beginning Balance                               0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $      2,188,198  $         52,188  $      1,365,469  $         84,871
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------
                                                 Developing
                                                  Capital
                                               Markets Focus         1994              1995              1996
                                                    Fund             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                        (2,550)              (15)             (406)             (156)
 Transaction Charges                                       0                (6)             (154)              (60)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                        (2,550)              (21)             (560)             (216)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                             (98)               80                 7                15
 Net Unrealized Gains (Losses)                      (123,212)              (16)            1,196               386
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)        (123,310)               64             1,203               401
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                          (125,860)               43               643               185
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                           112,249                 0                 0             1,679
 Transfers of Policy Loading, Net                      3,647              (230)              (80)             (378)
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                  (3,448)              (23)               42               (22)
 Transfers Due to Policy Loans                        (7,813)                0                 0                 0
 Transfers of Cost of Insurance                      (14,744)              (81)             (636)             (259)
 Transfers of Loan Processing Charges                   (184)                0               (10)               (3)
 Transfers Among Investment Divisions              1,518,993            (1,690)          116,007            36,857
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions             1,608,700            (2,024)          115,323            37,874
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                  1,482,840            (1,981)          115,966            38,059
Net Assets Beginning Balance                               0             1,981               255             2,241
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $      1,482,840  $              0  $        116,221  $         40,300
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                   1997              1998              1999              2000
                                                   Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                          (110)           (2,744)             (312)             (847)
 Transaction Charges                                     (41)           (1,035)             (119)             (321)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                          (151)           (3,779)             (431)           (1,168)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                              57            (4,839)               (6)           (1,056)
 Net Unrealized Gains (Losses)                          (104)           (2,597)             (259)             (816)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)             (47)           (7,436)             (265)           (1,872)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                              (198)          (11,215)             (696)           (3,040)
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                             6,745               661                 0            23,597
 Transfers of Policy Loading, Net                        335              (860)             (408)            1,020
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                     (14)            9,883               (88)             (342)
 Transfers Due to Policy Loans                             0            (1,199)                0            (9,218)
 Transfers of Cost of Insurance                         (531)             (423)             (560)           (4,141)
 Transfers of Loan Processing Charges                     (3)               (8)              (12)              (19)
 Transfers Among Investment Divisions                 18,538            99,872           155,745           233,354
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions                25,070           107,926           154,677           244,251
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                     24,872            96,711           153,981           241,211
Net Assets Beginning Balance                           6,942            17,703                 0            45,561
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $         31,814  $        114,414  $        153,981  $        286,772
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                   2001              2002              2003              2004
                                                   Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                          (161)             (326)              (25)             (759)
 Transaction Charges                                     (61)             (124)               (9)             (290)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                          (222)             (450)              (34)           (1,049)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                              42                (4)              (53)              (22)
 Net Unrealized Gains (Losses)                          (670)             (154)               58             4,857
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)            (628)             (158)                5             4,835
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                              (850)             (608)              (29)            3,786
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                                 0                 0             2,254             9,684
 Transfers of Policy Loading, Net                       (180)               38              (223)              566
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                     (24)              419                 1               409
 Transfers Due to Policy Loans                             0                 0                 0                 0
 Transfers of Cost of Insurance                         (111)             (297)             (150)           (1,422)
 Transfers of Loan Processing Charges                     (3)               (8)                0               (24)
 Transfers Among Investment Divisions                 41,783            98,392            (3,544)          394,979
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions                41,465            98,544            (1,662)          404,192
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                     40,615            97,936            (1,691)          407,978
Net Assets Beginning Balance                           9,431                 0             7,614                 0
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $         50,046  $         97,936  $          5,923  $        407,978
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                   2005              2006              2007              2008
                                                   Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                           (66)              (99)               (3)               (3)
 Transaction Charges                                     (25)              (38)               (1)               (1)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                           (91)             (137)               (4)               (4)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                             (29)               (2)               (1)                0
 Net Unrealized Gains (Losses)                           830             1,397                12                19
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)             801             1,395                11                19
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                               710             1,258                 7                15
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                                 0                 0                 0                 0
 Transfers of Policy Loading, Net                        150              (150)              100                 0
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                     (17)              (28)               (1)               (4)
 Transfers Due to Policy Loans                             0                 0                 0                 0
 Transfers of Cost of Insurance                         (417)             (175)              (39)              (12)
 Transfers of Loan Processing Charges                     (2)               (4)                0                (1)
 Transfers Among Investment Divisions                 29,234            50,452               917             6,713
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions                28,948            50,095               977             6,696
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                     29,658            51,353               984             6,711
Net Assets Beginning Balance                               0                 0                 0                 0
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $         29,658  $         51,353  $            984  $          6,711
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                    Divisions Investing In
                                            -----------------------------------------------------------------------


                                                   2009              2010              2011              2013
                                                   Trust             Trust             Trust             Trust
                                            ----------------- ----------------- ----------------- -----------------
<S>                                         <C>               <C>               <C>               <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0  $              0  $              0  $              0
 Mortality and Expense Charges                          (295)           (1,584)           (1,458)             (476)
 Transaction Charges                                    (113)             (598)             (550)             (180)
                                            ----------------- ----------------- ----------------- -----------------
  Net Investment Income (Loss)                          (408)           (2,182)           (2,008)             (656)
                                            ----------------- ----------------- ----------------- -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                               1           (23,419)              899            (2,567)
 Net Unrealized Gains (Losses)                         6,074             3,586           (22,160)           (2,191)
                                            ----------------- ----------------- ----------------- -----------------
  Net Realized and Unrealized Gains (Losses)           6,075           (19,833)          (21,261)           (4,758)
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                             5,667           (22,015)          (23,269)           (5,414)
                                            ----------------- ----------------- ----------------- -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                                 0               787                 0               987
 Transfers of Policy Loading, Net                      1,250             2,479            (2,030)              195
 Transfers Due to Deaths                                   0                 0                 0                 0
 Transfers Due to Other Terminations                     (75)               13                 8               (46)
 Transfers Due to Policy Loans                             0                 0                 0           (12,300)
 Transfers of Cost of Insurance                         (393)           (1,159)           (1,439)           (1,771)
 Transfers of Loan Processing Charges                    (12)                0                 0                (6)
 Transfers Among Investment Divisions                145,512            49,193               228            85,368
                                            ----------------- ----------------- ----------------- -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               146,282            51,313            (3,233)           72,427
                                            ----------------- ----------------- ----------------- -----------------

Increase (Decrease) in Net Assets                    151,949            29,298           (26,502)           67,013
Net Assets Beginning Balance                               0           129,694           183,965             4,381
                                            ----------------- ----------------- ----------------- -----------------
Net Assets Ending Balance                   $        151,949  $        158,992  $        157,463  $         71,394
                                            ================= ================= ================= =================
</TABLE>

<PAGE>
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                          Division Investing In
                                          ---------------------


                                                   2014
                                                   Trust
                                            -----------------
<S>                                         <C>
Investment Income (Loss):
 Reinvested Dividends                       $              0
 Mortality and Expense Charges                          (112)
 Transaction Charges                                     (41)
                                            -----------------
  Net Investment Income (Loss)                          (153)
                                            -----------------

Realized and Unrealized Gains (Losses):
 Net Realized Gains (Losses)                               1
 Net Unrealized Gains (Losses)                         5,374
                                            -----------------
  Net Realized and Unrealized Gains (Losses)           5,375
                                            -----------------

Increase (Decrease) in Net Assets
 Resulting from Operations                             5,222
                                            -----------------

Changes from Principal Transactions:
 Transfers of Net Premiums                             1,337
 Transfers of Policy Loading, Net                        163
 Transfers Due to Deaths                                   0
 Transfers Due to Other Terminations                     (63)
 Transfers Due to Policy Loans                             0
 Transfers of Cost of Insurance                         (272)
 Transfers of Loan Processing Charges                     (9)
 Transfers Among Investment Divisions                102,653
                                            -----------------
Increase (Decrease) in Net Assets
 Resulting from Principal Transactions               103,809
                                            -----------------

Increase (Decrease) in Net Assets                    109,031
Net Assets Beginning Balance                               0
                                            -----------------
Net Assets Ending Balance                   $        109,031
                                            =================
</TABLE>


















INDEPENDENT AUDITORS' REPORT



The Board of Directors of
Merrill Lynch Life Insurance Company:

We have audited the accompanying balance sheets of Merrill Lynch
Life Insurance Company (the "Company"), a wholly-owned subsidiary
of Merrill Lynch Insurance Group, Inc., as of December 31, 1996
and 1995, and the related statements of earnings, stockholder's
equity, and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Company at
December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted
accounting principles.





February 24, 1997
<PAGE>





MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)

BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                                         1996                 1995
                                                                                   --------------        --------------
<S>                                                                                <C>                   <C>             
Assets
- ------
INVESTMENTS:                                                                                    
 Fixed maturity securities, at estimated fair value                                             
   (amortized cost: 1996 - $3,232,643; 1995 - $3,648,983)                           $  3,301,588          $  3,807,870
 Equity securities, at estimated fair value                                                     
   (cost: 1996 - $32,988; 1995 - $19,683)                                                 35,977                21,433
 Mortgage loans                                                                           70,503               121,248
 Real estate held-for-sale                                                                28,851                 5,874
 Policy loans on insurance contracts                                                   1,092,071             1,039,267
                                                                                   --------------        --------------
   Total Investments                                                                   4,528,990             4,995,692
                                                                                   --------------        --------------
                                                                                                
CASH AND CASH EQUIVALENTS                                                                 94,991                48,924
ACCRUED INVESTMENT INCOME                                                                 86,186                91,942
DEFERRED POLICY ACQUISITION COSTS                                                        366,461               372,418
FEDERAL INCOME TAXES - DEFERRED                                                                -                 2,222
REINSURANCE RECEIVABLES                                                                    2,642                 1,552
OTHER ASSETS                                                                              42,861                54,900
SEPARATE ACCOUNTS ASSETS                                                               7,615,362             6,834,353
                                                                                   --------------        --------------
TOTAL ASSETS                                                                        $ 12,737,493          $ 12,402,003
                                                                                   ==============        ==============
</TABLE>











See notes to financial statements.
<PAGE>

MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)

BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND 1995
(continued)(Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                                        1996                 1995
                                                                                   --------------        --------------
<S>                                                                                <C>                   <C>       
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
LIABILITIES:                                                                                    
 POLICY LIABILITIES AND ACCRUALS:                                                               
   Policyholders' account balances                                                  $  4,480,048          $  4,851,718
   Claims and claims settlement expenses                                                  39,666                29,812
                                                                                   --------------        --------------
          Total policy liabilities and accruals                                        4,519,714             4,881,530

 OTHER POLICYHOLDER FUNDS                                                                 19,420                13,607
 LIABILITY FOR GUARANTY FUND ASSESSMENTS                                                  18,773                21,144
 FEDERAL INCOME TAXES - DEFERRED                                                           6,714                     -
 FEDERAL INCOME TAXES - CURRENT                                                           20,968                 7,033
 AFFILIATED PAYABLES - NET                                                                 6,164                 2,429
 OTHER LIABILITIES                                                                        50,726                53,566
 SEPARATE ACCOUNTS LIABILITIES                                                         7,605,194             6,825,857
                                                                                   --------------        --------------
          Total Liabilities                                                           12,247,673            11,805,166
                                                                                   --------------        --------------
STOCKHOLDER'S EQUITY:                                                                           
 Common stock, $10 par value - 200,000 shares                                                   
   authorized, issued and outstanding                                                      2,000                 2,000
 Additional paid-in capital                                                              402,937               501,455
 Retained earnings                                                                        79,387                76,482
 Net unrealized investment gain on investment securities                                   5,496                16,900
                                                                                   --------------        --------------
          Total Stockholder's Equity                                                     489,820               596,837
                                                                                   --------------        --------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                          $ 12,737,493          $ 12,402,003
                                                                                   ==============        ==============
</TABLE>
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)

STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                         1996               1995                1994
                                                                      -----------       -----------         -----------
<S>                                                                   <C>               <C>                 <C> 
REVENUES:                                                                                                            
 Investment revenue:                                                                                                 
   Net investment income                                               $ 336,661          $ 376,166          $ 433,536
   Net realized investment gains (losses)                                  8,862              4,525            (14,543)
 Policy charge revenue                                                   158,829            141,722            126,284
                                                                      -----------        -----------        -----------
        Total Revenues                                                   504,352            522,413            545,277
                                                                      -----------        -----------        -----------
BENEFITS AND EXPENSES:                                                                                               
 Interest credited to policyholders' account balances                    235,255            261,760            313,585
 Market value adjustment expense                                           6,071              5,805              6,307
 Policy benefits (net of reinsurance recoveries: 1996 - $8,317;                                                      
   1995 - $6,482; 1994 - $6,338)                                          21,052             19,374             16,858
 Reinsurance premium ceded                                                15,582             13,896             13,909
 Amortization of deferred policy acquisition costs                        62,036             58,669             69,662
 Insurance expenses and taxes                                             47,077             44,124             35,073
                                                                      -----------        -----------        -----------
        Total Benefits and Expenses                                      387,073            403,628            455,394
                                                                      -----------        -----------        -----------
        Earnings Before Federal Income Tax Provision                     117,279            118,785             89,883
                                                                      -----------        -----------        -----------
FEDERAL INCOME TAX PROVISION:                                                                                        
 Current                                                                  22,814             38,335             22,503
 Deferred                                                                 15,078              3,968              1,375
                                                                      -----------        -----------        -----------
        Total Federal Income Tax Provision                                37,892             42,303             23,878
                                                                      -----------        -----------        -----------
                                                                                                                     
NET EARNINGS                                                           $  79,387          $  76,482          $  66,005
                                                                      ===========        ===========        ===========
</TABLE>








See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)

STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                                                        Net                  
                                                             Additional                              unrealized            Total
                                            Common            paid-in              Retained          investment        stockholder's
                                            stock             capital              earnings          gain (loss)           equity
                                        ------------        ------------        ------------        ------------       -------------
<S>                                     <C>                 <C>                 <C>                 <C>                <C>
BALANCE, JANUARY 1, 1994                 $    2,000          $  637,590          $   47,860          $     (395)         $  687,055
                                                                                                                                   
 Dividend to Parent                                            (102,140)            (47,860)                               (150,000)
 Net earnings                                                                        66,005                                  66,005
 Net unrealized investment loss                                                                         (43,489)            (43,489)
                                        ------------        ------------        ------------        ------------        ------------

BALANCE, DECEMBER 31, 1994                    2,000             535,450              66,005             (43,884)            559,571
                                                                                                                              
 Dividend to Parent                                             (33,995)             (66,005)                              (100,000)
 Net earnings                                                                         76,482                                 76,482
 Net unrealized investment gain                                                                          60,784              60,784
                                        ------------        ------------        -------------       ------------        ------------

BALANCE, DECEMBER 31, 1995                    2,000             501,455               76,482             16,900             596,837
                                                                                                                               
 Dividend to Parent                                             (98,518)             (76,482)                              (175,000)
 Net earnings                                                                         79,387                                 79,387
 Net unrealized investment loss                                                                         (11,404)            (11,404)
                                        ------------        ------------        -------------       ------------        ------------

BALANCE, DECEMBER 31, 1996               $    2,000          $  402,937           $   79,387         $    5,496          $  489,820
                                        ============        ============        =============       ============        ============
</TABLE>
















See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                          1996               1995               1994
                                                                      -----------        -----------        -----------
<S>                                                                   <C>                <C>                <C>  
OPERATING ACTIVITIES:                                                                                                
 Net earnings                                                          $  79,387          $  76,482          $  66,005
   Adjustments to reconcile net earnings to net cash and                                                             
    cash equivalents provided (used) by operating activities:                                                      
     Amortization of deferred policy acquisition costs                    62,036             58,669             69,662
     Capitalization of policy acquisition costs                          (43,668)           (54,014)          (108,829)
     Amortization, (accretion) and depreciation of investments            (4,836)            (6,763)            (4,516)
     Net realized investment (gains) losses                               (8,862)            (4,525)            14,543
     Interest credited to policyholders' account balances                235,255            261,760            313,585
     Provision for deferred Federal income tax                            15,078              3,968              1,375
     Changes in operating assets and liabilities:                                                                    
      Accrued investment income                                            5,756              3,191             25,204
      Affiliated payables - net                                            3,735              5,542             (2,324)
      Claims and claims settlement expenses                                9,854              3,635              5,882
      Federal income taxes - current                                      13,935              4,759             (7,848)
      Other policyholder funds                                             5,813             (7,614)            (7,547)
      Liability for guaranty fund assessments                             (2,371)            (3,630)            (3,309)
     Policy loans on insurance contracts                                 (52,804)           (54,054)           (60,634)
     Trading investment securities                                             -                  -             11,352
     Other, net                                                            8,106             (9,296)           (39,206)
      Net cash and cash equivalents provided                          -----------        -----------         ----------
        by operating activities                                          326,414            278,110            273,395
                                                                      -----------        -----------         ----------
</TABLE>













(Continued)
<PAGE>

MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Continued) (Dollars In Thousands)
<TABLE>
<CAPTION>
                                                                           1996                1995                  1994
                                                                      -------------        -------------        -------------
<S>                                                                   <C>                  <C>                  <C>        
INVESTING ACTIVITIES:                                                                                                
 Sales of available-for-sale securities                                $   834,120          $   633,824          $   864,095
 Maturities of available-for-sale securities                               536,449              570,923            1,323,705
 Purchases of available-for-sale securities                               (954,368)            (832,519)            (678,974)
 Mortgage loans principal payments received                                 22,789               30,767               32,341
 Purchases of mortgage loans                                                     -               (3,608)                   -
 Sales of real estate held-for-sale                                          5,407                9,710               25,346
 Improvements to real estate held-for-sale - improvements acquired               -                 (683)              (1,060)
 Recapture of investment in Separate Accounts                                8,829                6,559                    -
 Investment in Separate Accounts                                           (10,063)                (377)             (15,212)
                                                                      -------------        -------------        -------------

      Net cash and cash equivalents provided by investing activities       443,163              414,596            1,550,241
                                                                      -------------        -------------        -------------
                                                                                                                     
FINANCING ACTIVITIES:                                                                                                
 Dividends paid to parent                                                 (175,000)            (100,000)            (150,000)
 Policyholders' account balances:                                                                                    
   Deposits                                                                542,062              567,430              966,861
   Withdrawals (net of transfers to/from Separate Accounts)             (1,090,572)          (1,250,299)          (2,623,628)
                                                                      -------------         ------------         ------------

      Net cash and cash equivalents used by financing activities          (723,510)            (782,869)          (1,806,767)
                                                                      -------------         ------------         ------------

NET INCREASE (DECREASE) IN CASH AND                                                                                  
 CASH EQUIVALENTS                                                           46,067              (90,163)              16,869
                                                                                                                     
CASH AND CASH EQUIVALENTS                                                                                            
 Beginning of year                                                          48,924              139,087              122,218
                                                                      -------------         ------------         ------------

 End of year                                                           $    94,991           $   48,924           $  139,087
                                                                      =============         ============         ============
Supplementary Disclosure of Cash Flow Information:                                                                   
 Cash paid to affiliates for:                                                                                        
   Federal income taxes                                                $     8,880           $   33,576           $   30,351
   Intercompany interest                                                       988                1,310                  679

</TABLE>




See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)

NOTES TO FINANCIAL STATEMENTS
 (Dollars in Thousands)


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Reporting: Merrill Lynch Life Insurance Company (the
 "Company") is a wholly-owned subsidiary of Merrill Lynch
 Insurance Group, Inc. ("MLIG"). The Company is an indirect
 wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("Merrill
 Lynch & Co.").
 
 The Company sells non-participating life insurance and annuity
 products which comprise one business segment. The primary
 products that the Company currently markets are immediate
 annuities, market value adjusted annuities, variable life
 insurance and variable annuities. The Company is currently
 licensed to sell insurance in forty-nine states, the District
 of Columbia, the U.S. Virgin Islands and Guam. The Company
 markets its products solely through the retail network of
 Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("MLPF&S"),
 a wholly-owned subsidiary of Merrill Lynch & Co.
 
 The accompanying financial statements have been prepared in
 conformity with generally accepted accounting principles and
 prevailing industry practices, both of which require management
 to make estimates that affect the reported amounts and
 disclosure of contingencies in the financial statements. Actual
 results could differ from those estimates.
 
 Revenue Recognition: Revenues for the Company's interest-
 sensitive life, interest-sensitive annuity, variable life and
 variable annuity products consist of policy charges for the
 cost of insurance, deferred sales charges, policy
 administration charges and/or withdrawal charges assessed
 against policyholders' account balances during the period.
 
 Policyholders' Account Balances: Liabilities for the Company's
 universal life type contracts, including its life insurance and
 annuity products, are equal to the full accumulation value of
 such contracts as of the valuation date plus deficiency
 reserves for certain products. Interest-crediting rates for the
 Company's fixed-rate products are as follows:
 
 Interest-sensitive life products                 4.00% - 5.75%
 Interest-sensitive deferred annuities            3.20% - 8.77%
 Immediate annuities                              3.00% - 10.00%
 
 These rates may be changed at the option of the Company,
 subject to minimum guarantees, after initial guaranteed rates
 expire.
 
 Liabilities for unpaid claims equal the death benefit for those
 claims which have been reported to the Company and an estimate
 based upon prior experience for those claims which are
 unreported.
 
 Reinsurance: In the normal course of business, the Company
 seeks to limit its exposure to loss on any single insured life
 and to recover a portion of benefits paid by ceding reinsurance
 to other insurance enterprises or reinsurers under indemnity
 reinsurance agreements, primarily excess coverage and
 coinsurance agreements. The maximum amount of mortality risk
 retained by the Company is approximately $500 on a single life.
 
 Indemnity reinsurance agreements do not relieve the Company
 from its obligations to policyholders. Failure of reinsurers to
 honor their obligations could result in losses to the Company.
 The Company regularly evaluates the financial condition of its
 reinsurers so as to minimize its exposure to significant losses
 from reinsurer insolvencies. The Company holds collateral under
 reinsurance agreements in the form of letters of credit and
 funds withheld totaling $576 that can be drawn upon for
 delinquent reinsurance recoverables.
 
 As of December 31, 1996, the Company had life insurance in-
 force that was ceded to other life insurance companies of
 $2,511,780.
 
 Deferred Policy Acquisition Costs: Policy acquisition costs for
 life and annuity contracts are deferred and amortized based on
 the estimated future gross profits for each group of contracts.
 These future gross profit estimates are subject to periodic
 evaluation by the Company, with necessary revisions applied
 against amortization to date. It is reasonably possible that
 estimates of future gross profits could be reduced in the
 future, resulting in a material reduction in the carrying
 amount of deferred policy acquisition costs.
 
 Policy acquisition costs are principally commissions and a
 portion of certain other expenses relating to policy
 acquisition, underwriting and issuance, that are primarily
 related to and vary with the production of new business.
 Certain costs and expenses reported in the statements of
 earnings are net of amounts deferred. Policy acquisition costs
 can also arise from the acquisition or reinsurance of existing
 in-force policies from other insurers. These costs include
 ceding commissions and professional fees related to the
 reinsurance assumed. The deferred costs are amortized in
 proportion to the estimated future gross profits over the
 anticipated life of the acquired insurance contracts utilizing
 an interest methodology.
 
 The Company has entered into an assumption reinsurance
 agreement with an unaffiliated insurer. The acquisition costs
 relating to this agreement are being amortized over a twenty-
 year period using an effective interest rate of 9.01%. This
 reinsurance agreement provides for payment of contingent ceding
 commissions based upon the persistency and mortality experience
 of the insurance contracts assumed. Any payments made for the
 contingent ceding commissions will be capitalized and amortized
 using an identical methodology as that used for the initial
 acquisition costs. The following is a reconciliation of the
 acquisition costs related to the reinsurance agreement for the
 years ended December 31:
<TABLE>
<CAPTION> 
                                                                          1996               1995               1994
                                                                      -----------        -----------        -----------
<S>                                                                   <C>                <C>                <C>
 Beginning balance                                                     $ 124,833          $ 133,388          $ 139,647
 Capitalized amounts                                                       5,077             13,708             12,517
 Interest accrued                                                         10,669             11,620             12,582
 Amortization                                                            (28,330)           (33,883)           (31,358)
                                                                      -----------        -----------        -----------
 Ending balance                                                        $ 112,249          $ 124,833          $ 133,388
                                                                      ===========        ===========        ===========
</TABLE>

 The following table presents the expected amortization, net of
 interest accrued, of these deferred acquisition costs over the
 next five years. The amortization may be adjusted based on
 periodic evaluation of the expected gross profits on the
 reinsured policies.
                    
                    1997      $12,547
                    1998        8,958
                    1999        8,474
                    2000        8,142
                    2001        7,811
 
 Investments: The Company's investments in fixed maturity and
 equity securities are classified as available-for-sale
 securities, which are carried at estimated fair value with
 unrealized gains and losses included in stockholder's equity.
 If a decline in value of a security is determined by management
 to be other-than-temporary, the carrying value is adjusted to
 the estimated fair value at the date of this determination and
 recorded in theas net realized investment gains (losses).
    
 During 1994, the Company classified certain of its investments
 as trading securities, which were carried at estimated fair
 value with unrealized gains and losses included in the
 statements of earnings. All securities that were classified as
 trading securities on November 1, 1994 were transferred to the
 available-for-sale classification at their respective estimated
 fair values on that date. The difference between the market
 value at November 1, 1994 and par value is being amortized into
 income based on the Company's premium amortization and discount
 accretion policies.
 
 For fixed maturity securities, premiums are amortized to the
 earlier of the call or maturity date, discounts are accreted to
 the maturity date, and interest income is accrued daily. For
 equity securities, dividends are recognized on the ex-dividend
 date. Realized gains and losses on the sale or maturity of the
 investments are determined on the basis of identified cost.
 
 Fixed maturity securities may contain securities which are
 considered non-investment grade. The Company defines non-
 investment grade fixed maturity securities as unsecured 
 corporate debt obligations that do not have a rating equivalent 
 to Standard and Poor's (or similar rating agency) BBB or higher 
 and are not guaranteed by an agency of the Federal government.
 
 The Company has outstanding certain interest rate swap
 contracts that are carried at estimated fair value and recorded
 as a component of fixed maturity securities. Interest income
 and realized and unrealized gains and losses are recorded on
 the same basis as fixed maturity securities available-for-sale.
 
 Mortgage loans are stated at unpaid principal balances, net of
 valuation allowances. Such valuation allowances are based on
 the decline in value expected to be realized on mortgage loans
 that may not be collectible in full. In establishing valuation
 allowances, management considers, among other things, the
 estimated fair value of the underlying collateral.
 
 The Company recognizes income from mortgage loans based on the
 cash payment interest rate of the loan, which may be different
 from the accrual interest rate of the loan for certain
 outstanding mortgage loans. The Company will recognize a
 realized gain at the date of the satisfaction of the loan at
 contractual terms for loans where there is a difference between
 the cash payment interest rate and the accrual interest rate.
 For all loans the Company stops accruing income when an
 interest payment default either occurs or is probable.
 Impairments of mortgage loans are established as valuation
 allowances and recorded to net realized investment gains or
 losses.
 
 The Company has previously made commercial mortgage loans
 collateralized by real estate. The return on and the ultimate
 recovery of these loans are generally dependent on the
 successful operation, sale or refinancing of the real estate.
 The Company monitors the effects of current and expected real
 estate market conditions and other factors when assessing the
 collectibility of mortgage loans. When, in management's
 judgment, these assets are impaired, appropriate losses are
 recorded. Such estimates necessarily include assumptions, which
 may include anticipated improvements in selected market
 conditions for real estate, which may or may not occur. The
 more significant assumptions management considers involve
 estimates of the following: lease absorption and sales rate;
 real estate values and rates of return; operating expenses;
 required capital improvements; inflation; and sufficiency of
 any collateral independent of the real estate. Management
 believes that the carrying value approximates the fair value of
 these investments.
 
 Real estate held-for-sale, is stated at cost less valuation
 allowances and estimated selling costs.
 
 Policy loans on insurance contracts are stated at unpaid
 principal balances.
 
 Income Taxes: The results of operations of the Company are
 included in the consolidated Federal income tax return of
 Merrill Lynch & Co. The Company has entered into a tax-sharing
 agreement with Merrill Lynch & Co. whereby the Company will
 calculate its current tax provision based on its operations.
 Under the agreement, the Company periodically remits to Merrill
 Lynch & Co. its current Federal tax liability.
 
 The Company uses the asset and liability method in providing
 income taxes on all transactions that have been recognized in
 the financial statements.  The asset and liability method
 requires that deferred taxes be adjusted to reflect the tax
 rates at which future taxable amounts will be settled or
 realized.  The effects of tax rate changes on future deferred
 tax liabilities and deferred tax assets, as well as other
 changes in income tax laws, are recognized in net earnings in
 the period such changes are enacted.  Valuation allowances are
 established when necessary to reduce deferred tax assets to the
 amounts expected to be realized.
 
 Insurance companies are generally subject to taxes on premiums
 and in substantially all states are exempt from state income
 taxes.
 
 Separate Accounts: Separate Accounts are established in
 conformity with Arkansas State Insurance law, the Company's
 domiciliary state, and are generally not chargeable with
 liabilities that arise from any other business of the Company.
 Separate Accounts assets may be subject to general claims of
 the Company only to the extent the value of such assets exceeds
 Separate Accounts liabilities.
 
 Assets and liabilities of Separate Accounts, representing net
 deposits and accumulated net investment earnings less fees,
 held primarily for the benefit of policyholders, are shown as
 separate captions in the balance sheets.
 
 Statements of Cash Flows: For the purpose of reporting cash
 flows, cash and cash equivalents include cash on hand and on
 deposit and short-term investments with original maturities of
 three months or less.
 
 Reclassifications: To facilitate comparisons with the current
 year, certain amounts in the prior years have been
 reclassified.
<PAGE>
NOTE 2.   ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
 
 Financial instruments are carried at fair value or amounts that
 approximate the fair value.  The carrying value of financial
 instruments as of December 31 were:
<TABLE>
<CAPTION>
                                                                                        1996                   1995
                                                                                   --------------        --------------
<S>                                                                                <C>                   <C>    
  Assets:
   Fixed maturity securities:                                                                
    Securities (1)                                                                  $  3,301,858          $  3,807,310
    Interest rate swaps (2)                                                                 (270)                  560
                                                                                   --------------        --------------
      Total fixed maturity securities                                                  3,301,588             3,807,870
                                                                                   --------------        --------------

   Equity securities (1)                                                                  35,977                21,433
   Mortgage loans (3)                                                                     70,503               121,248
   Policy loans on insurance contracts (4)                                             1,092,071             1,039,267
   Cash and cash equivalents (5)                                                          94,991                48,924
   Separate Accounts assets (6)                                                        7,615,362             6,834,353
                                                                                   --------------       ---------------
 
  Total financial instruments recorded as assets                                    $ 12,210,492         $  11,873,095
                                                                                   ==============       ===============
</TABLE> 

 (1)  For publicly traded securities, the estimated fair value
      is determined using quoted market prices. For securities
      without a readily ascertainable market value, the Company
      has determined an estimated fair value using a discounted
      cash flow model, including provision for credit risk,
      based upon the assumption that such securities will be
      held to maturity. Such estimated fair values do not
      necessarily represent the values for which these
      securities could have been sold at the dates of the
      balance sheets. At December 31, 1996 and 1995, securities
      without a readily ascertainable market value, having an
      amortized cost of $338,515, and $425,469, had an estimated
      fair value of $348,066, and $448,785, respectively.
 
 (2)  Estimated fair values for the Company's interest rate
      swaps are based on a discounted cash flow model.
 
 (3)  The estimated fair value of mortgage loans approximates
      the carrying value. See Note 1 for a discussion of the
      Company's valuation process.
 
 (4)  The Company estimates the fair value of policy loans as
      equal to the book value of the loans. Policy loans are
      fully collateralized by the account value of the
      associated insurance contracts, and the spread between the
      policy loan interest rate and the interest rate credited
      to the account value held as collateral is fixed.
 
 (5)  The estimated fair value of cash and cash equivalents
      approximates the carrying value.
 
 (6)  Assets held in Separate Accounts are carried at quoted
      market values.
<PAGE>
NOTE 3.   INVESTMENTS
 
 The amortized cost and estimated fair value of investments in
 fixed maturity securities and equity securities as of December
 31 were:
<TABLE>
<CAPTION>

                                                                                     1996
                                                  ------------------------------------------------------------------------
                                                       Cost /              Gross             Gross             Estimated
                                                     Amortized           Unrealized        Unrealized            Fair
                                                       Cost                Gains             Losses              Value
                                                  --------------      --------------     --------------     --------------
<S>                                               <C>                 <C>                <C>                <C>     
  Fixed maturity securities:
   Corporate debt securities                       $  2,652,225        $     67,590       $     11,765       $  2,708,050
   Mortgage-backed securities                           503,997              12,447              1,948            514,496
   U.S. Government and agencies                          54,386               2,303                158             56,531
   Foreign governments                                   18,111                 182                140             18,153
   Municipals                                             3,924                 434                  -              4,358
                                                  --------------      --------------     --------------     --------------

      Total fixed maturity securities              $  3,232,643        $     82,956       $     14,011       $  3,301,588
                                                  ==============      ==============     ==============     ==============

                                                                                                                                 
  Equity securities:                                                                                                             
   Non-redeemable preferred stocks                 $     30,554        $      2,983       $         85       $     33,452
   Common stocks                                          2,434                  91                  -              2,525
                                                 ---------------      --------------     --------------     --------------

      Total equity securities                      $     32,988        $      3,074       $         85       $     35,977
                                                 ===============      ==============     ==============     ==============

                                                                                                                   
                                                                                                                       
                                                                                     1995
                                                  ------------------------------------------------------------------------
                                                       Cost /              Gross             Gross            Estimated
                                                     Amortized           Unrealized        Unrealized           Fair
                                                       Cost                Gains             Losses             Value
                                                  --------------      --------------     --------------     --------------

  Fixed maturity securities:                                                                                    
   Corporate debt securities                       $  2,917,628        $    138,159       $      7,526       $  3,048,261
   Mortgage-backed securities                           625,866              22,098                717            647,247
   U.S. Government and agencies                          95,002               6,061                  -            101,063
   Foreign governments                                    6,210                 280                  -              6,490
   Municipals                                             4,277                 532                  -              4,809
                                                  --------------      --------------     --------------     --------------

      Total fixed maturity securities              $  3,648,983        $    167,130       $      8,243       $  3,807,870
                                                  ==============      ==============     ==============     ==============

  Equity securities:                                                                                                      
   Non-redeemable preferred stocks                 $     16,937        $      1,428       $        113       $     18,252
   Common stocks                                          2,746                 498                 63              3,181
                                                  --------------      --------------     --------------     --------------

      Total equity securities                      $     19,683        $      1,926       $        176       $     21,433
                                                  ==============      ==============     ==============     ==============
</TABLE>
<PAGE>
 The amortized cost and estimated fair value of fixed maturity
 securities at December 31, 1996 by contractual maturity were:
<TABLE>
<CAPTION>
                                                                                             Estimated
                                                                         Amortized              Fair
                                                                           Cost                 Value
                                                                       -------------      -------------
<S>                                                                    <C>                <C>     
  Fixed maturity securities:                                                                  
   Due in one year or less                                              $   270,571        $   271,303
   Due after one year through five years                                  1,486,819          1,521,334
   Due after five years through ten years                                   763,475            781,372
   Due after ten years                                                      207,781            213,083
                                                                       -------------      -------------
                                                                          2,728,646          2,787,092
   Mortgage-backed securities                                               503,997            514,496
                                                                       -------------      -------------

    Total fixed maturity securities                                     $ 3,232,643        $ 3,301,588
                                                                       =============      =============
</TABLE>

 Fixed maturity securities not due at a single maturity date
 have been included in the preceding table in the year of final
 maturity. Expected maturities may differ from contractual
 maturities because borrowers may have the right to call or
 prepay obligations with or without call or prepayment
 penalties.
 
 The amortized cost and estimated fair value of fixed maturity
 securities at December 31, 1996 by rating agency equivalent
 were:
<TABLE>
<CAPTION>
                                                                                             Estimated
                                                                          Amortized             Fair
                                                                            Cost                Value
                                                                       -------------      -------------
<S>                                                                    <C>                <C>  
  AAA                                                                   $   716,749        $   730,513
  AA                                                                        181,962            185,000
  A                                                                         910,355            932,417
  BBB                                                                     1,245,457          1,272,901
  Non-investment grade                                                      178,120            180,757
                                                                       -------------      -------------

    Total fixed maturity securities                                     $ 3,232,643        $ 3,301,588
                                                                       =============      =============
</TABLE>
<PAGE>
 The Company has recorded certain adjustments to deferred policy
 acquisition costs and policyholders' account balances in
 connection with investments classified as available-for-sale.
 The Company adjusts those assets and liabilities as if the
 unrealized investment gains or losses from securities
 classified as available-for-sale had actually been realized,
 with corresponding credits or charges reported directly to
 stockholder's equity. The following reconciles the net
 unrealized investment gain on investment securities classified
 as available-for-sale as of December 31:
<TABLE>
<CAPTION> 
                                                                             1996              1995        
                                                                       -------------      -------------
<S>                                                                    <C>                <C>               
  Assets:                                                                                                
   Fixed maturity securities                                            $    68,945        $   158,887
   Equity securities                                                          2,989              1,750
   Deferred policy acquisition costs                                         (4,630)           (17,041)
   Federal income taxes - deferred                                           (2,959)            (9,100)
   Separate Accounts assets                                                     168               (164)
                                                                       -------------      -------------
                                                                             64,513            134,332 
                                                                       -------------      -------------
                                                                                                      
  Liabilities:                                                                                        
   Policyholders' account balances                                           59,017            117,432 
                                                                       -------------      -------------

  Stockholder's equity:                                                                            
   Net unrealized investment gain on investment securities              $     5,496        $    16,900
                                                                       =============      =============
</TABLE>

 The Company has entered into interest rate swap contracts for
 the purpose of minimizing exposure to fluctuations in interest
 rates related to specific investment securities held.
 The notional amount of such swaps outstanding at December 31,
 1996 and 1995 was approximately $9,000 and $30,000,
 respectively. The swaps were transacted with investment
 grade counterparties. As of December 31, 1996, the Company's
 interest rate swap contract was in a $270 unrealized loss
 position. There were no outstanding interest rate swaps in a
 loss position at December 31, 1995.  During 1994, net realized
 investment gains of $470 were recorded in connection with
 interest rate swap activity.  During  1996 and 1995, there 
 were no realized investment gains or losses recorded.
 
 Proceeds and gross realized investment gains and losses from
 the sale of available-for-sale securities for the years ended
 December 31 were:
<TABLE>
<CAPTION> 
                                                       1996               1995               1994
                                                  ------------        -----------        -----------
<S>                                               <C>                 <C>                <C>  
  Proceeds                                         $  834,120          $ 633,824          $ 864,095
  Gross realized investment gains                      19,078             14,196             11,091
  Gross realized investment losses                     10,749             10,813             11,026

</TABLE>
 
 During 1994, $7,285 of unrealized holding losses from 
 investment trading securities were recorded in net realized
 investment gains (losses).
 
 The Company owned investment securities with a carrying
 value of $27,726 and $28,166 that were deposited with 
 insurance regulatory authorities at December 31, 1996 and
 1995, respectively.
 
 At December 31, 1996 and 1995, the Company had invested
 $10,168 and $8,496 in Separate Accounts, including unrealized
 gains (losses) of $168 and $(164), respectively. The
 investments in Separate Accounts are for the purpose of
 providing original funding of certain mutual fund portfolios
 available as investment options to variable life and annuity
 policyholders.
 
 The Company's investment in mortgage loans are principally
 collateralized by commercial real estate. The largest
 concentrations of commercial real estate mortgage loans at
 December 31, 1996, as measured by the outstanding principal
 balance, are for properties located in Illinois ($27,877 or
 32%), Rhode Island ($19,291 or 22%) and California ($11,953 or
 14%).
 
 The carrying value and established valuation allowances of
 impaired mortgage loans on real estate as of December 31, 1996
 and 1995 are:
<TABLE>
<CAPTION> 
                                                  1996              1995
                                              -----------       -----------
<S>                                           <C>               <C>
  Carrying value                               $  44,239         $  88,068
  Valuation allowance                             17,652            35,881
 
</TABLE>

 Additional information on impaired loans for the years ended
 December 31 follows:
<TABLE>
<CAPTION>
                                                 1996               1995             1994
                                              -----------       -----------      ------------
<S>                                           <C>               <C>              <C>  
  Average investment in impaired loans         $   61,891        $ 123,949        $  112,043
  Interest income recognized (cash-basis)           4,848            5,482             6,542
</TABLE>
 
 For the years ended December 31, 1996, 1995 and 1994, $28,555,
 $1,300 and $4,652, respectively, of real estate held-for-sale
 was acquired in satisfaction of debt.
<PAGE>
 
 Net investment income arose from the following sources for the
 years ended December 31:
<TABLE>
<CAPTION>
                                                  1996              1995             1994
                                               -----------      -----------      ------------ 
<S>                                            <C>              <C>              <C>  
  Fixed maturity securities                     $ 266,916        $ 305,648        $  368,023
  Equity securities                                 1,876            1,329             2,408
  Mortgage loans                                    9,764           12,250            15,014
  Real estate held-for-sale                           563              153               406
  Policy loans on insurance contracts              56,512           53,576            50,232
  Cash and cash equivalents                         6,710            8,463             5,936
  Other                                               899            1,753              (447)
                                               -----------      -----------      ------------

  Gross investment income                         343,240          383,172           441,572
  Less investment expenses                         (6,579)          (7,006)           (8,036)
                                               -----------      -----------      ------------

  Net investment income                         $ 336,661        $ 376,166        $  433,536
                                               ===========      ===========      ============
</TABLE>

 Net realized investment gains (losses), including changes in
 valuation allowances for the years ended December 31:
<TABLE>
<CAPTION> 
                                                   1996            1995              1994
                                               -----------      -----------      ------------
<S>                                            <C>              <C>              <C>  
  Fixed maturity securities                     $   4,690        $   1,908        $  (13,314)
  Equity securities                                 3,639            1,475               910
  Investment in Separate Accounts                     106             (369)                -
  Mortgage loans                                      599              334            (4,967)
  Real estate held-for-sale                          (171)           1,177             2,828
  Cash and cash equivalents                            (1)               -                 -
                                               -----------      -----------       -----------

  Net realized investment gains (losses)        $   8,862        $   4,525         $ (14,543)
                                               ===========      ===========       ===========
</TABLE>

 The following is a reconciliation of the change in valuation
 allowances that have been recorded to reflect other-than-
 temporary declines in estimated fair value of mortgage loans 
 and real estate held-for-sale for the years ended December 31:
<TABLE>
<CAPTION>
                                                    Balance at         Additions                             Balance at
                                                    Beginning          Charged to           Write -             End
                                                     of Year           Operations           Downs             of Year
                                                  ------------        ------------       -----------        -----------
<S>                                               <C>                 <C>                <C>                <C> 
  Mortgage loans:                                                                                           
       1996                                        $   35,881          $       -          $  18,229          $  17,652
       1995                                            40,070                  -              4,189             35,881
       1994                                            45,924              4,966             10,820             40,070
                                                                                                            
  Real estate held-for-sale:                                                                              
       1996                                            2,200                   -                  -              2,200
       1995                                            5,766                   -              3,566              2,200
       1994                                            7,628                   -              1,862              5,766
</TABLE>
<PAGE>
 
 The Company held investments at December 31, 1996 of $1,182
 which have been non-income producing for the preceding twelve
 months.
 
 During 1994, the Company committed to participate in a limited
 partnership that invests in leveraged transactions. As of
 December 31, 1996, $2,027 has been advanced towards the
 Company's $10,000 commitment to the limited partnership.
 
NOTE 4.   FEDERAL INCOME TAXES
 
 The following is a reconciliation of the provision for income
 taxes based on earnings before income taxes, computed using the
 Federal statutory tax rate, with the provision for income taxes
 for the years ended December 31:
<TABLE>
<CAPTION> 
                                                                           1996              1995               1994
                                                                      -----------        -----------        -----------
<S>                                                                   <C>                <C>                <C>  
  Provision for income taxes computed at Federal statutory rate        $  41,048          $  41,575          $  31,459
                                                                                                               
  Increase (decrease) in income taxes resulting from:                                                          
    Release of policyholders' surplus                                          -              1,991                  -
    Tax deductible interest                                                    -               (718)                 -
    Dividend received deduction                                           (3,135)              (532)            (7,363)
    Other                                                                    (21)               (13)              (218)
                                                                      -----------        -----------        -----------

  Federal income tax provision                                         $  37,892          $  42,303          $  23,878
                                                                      ===========        ===========        ===========
</TABLE>

 The Federal statutory rate for each of the three years in the
 period ended December 31, 1996 was 35%.
 
 The Company provides for deferred income taxes resulting from
 temporary differences that arise from recording certain
 transactions in different years for income tax reporting
 purposes than for financial reporting purposes. The sources of
 these differences and the tax effect of each are as follows:
<TABLE>
<CAPTION>
                                                                          1996               1995               1994
                                                                      -----------        -----------        -----------
<S>                                                                   <C>                <C>                <C>   
  Deferred policy acquisition costs                                    $  (5,770)         $  (2,179)         $   6,416
  Policyholders' account balances                                         15,004                 66              5,322
  Liability for guaranty fund assessments                                    760                249               (153)
  Investment adjustments                                                   5,122              5,563              3,276
  Other                                                                      (38)               269            (13,486)
                                                                      ------------       -----------        -----------

  Deferred Federal income tax provision                                $   15,078         $   3,968          $   1,375
                                                                      ============       ===========        ===========
</TABLE>
<PAGE>
Deferred tax assets and liabilities as of December 31 are
determined as follows:
<TABLE>
<CAPTION>
                                                                          1996               1995
                                                                      -----------        -----------
<S>                                                                   <C>                <C>   
  Deferred tax assets:                                                                        
   Policyholders' account balances                                     $  79,083          $  94,087
   Investment adjustments                                                  5,671             10,793
   Liability for guaranty fund assessments                                 6,571              7,331
                                                                      -----------        -----------

      Total deferred tax assets                                           91,325            112,211
                                                                      ===========        ===========

  Deferred tax liabilities:                                                                   
   Deferred policy acquisition costs                                      91,092             96,862
   Net unrealized investment gain on investment securities                 2,959              9,100
   Other                                                                   3,988              4,027
                                                                      -----------        -----------

      Total deferred tax liabilities                                      98,039            109,989
                                                                      -----------        -----------

      Net deferred tax asset (liability)                               $  (6,714)         $   2,222
                                                                      ===========        ===========
</TABLE>

 The Company anticipates that all deferred tax assets will be
 realized; therefore no valuation allowance has been provided.
<PAGE>
NOTE 5.   RELATED PARTY TRANSACTIONS
 
 The Company and MLIG are parties to a service agreement whereby
 MLIG has agreed to provide certain accounting, data processing,
 legal, actuarial, management, advertising and other services to
 the Company. Expenses incurred by MLIG in relation to this
 service agreement are reimbursed by the Company on an allocated
 cost basis. Charges billed to the Company by MLIG pursuant to
 the agreement were $43,515, $41,729 and $43,497 for the years
 ended December 31, 1996, 1995 and 1994, respectively. The
 Company is allocated interest expense on its accounts payable
 to MLIG which approximates the daily Federal funds rate. Total
 intercompany interest paid was $988, $1,310 and $679 for 1996,
 1995 and 1994, respectively.
 
 The Company and Merrill Lynch Asset Management, L.P. ("MLAM")
 are parties to a service agreement whereby MLAM has agreed to
 provide certain invested asset management services to the
 Company. The Company pays a fee to MLAM for these services
 through the MLIG service agreement. Charges attributable to
 this agreement and allocated to the Company by MLIG were
 $2,279, $2,635 and $2,732 for 1996, 1995 and 1994,
 respectively.
 
 MLAM and MLIG have entered into an agreement with respect to
 administrative services for the Merrill Lynch Series Fund, Inc.
 ("Series Fund") and Merrill Lynch Variable Series Funds, Inc.
 ("Variable Series Funds"). The Company invests in the various
 mutual fund portfolios of the Series Fund and the Variable
 Series Funds in connection with the variable life and annuities
 the Company has in-force. Under this agreement, MLAM pays
 compensation to MLIG in an amount equal to a portion of the
 annual gross investment advisory fees paid by the Series Fund
 and the Variable Series Funds to MLAM. The Company received
 from MLIG its allocable share of such compensation in the
 amount of $16,514, $13,293 and $12,600 during 1996, 1995 and
 1994, respectively.
 
 The Company has a general agency agreement with Merrill Lynch
 Life Agency Inc. ("MLLA") whereby registered representatives of
 MLPF&S, who are the Company's licensed insurance agents,
 solicit applications for contracts to be issued by the Company.
 MLLA is paid commissions for the contracts sold by such agents.
 Commissions paid to MLLA were $42,639, $43,984 and $84,231 for
 1996, 1995 and 1994, respectively. Substantially all of these
 commissions were capitalized as deferred policy acquisition
 costs and are being amortized in accordance with the policy
 discussed in Note 1.
 
 The Company has entered into interest rate swap contracts with
 Merrill Lynch Capital Services, Inc. ("MLCS") with a guarantee
 from Merrill Lynch & Co. As of December 31, 1996 and 1995, the
 notional amount of such interest rate swap contracts
 outstanding was $9,000 and $10,000, respectively. During 1994,
 the Company and MLCS terminated certain interest rate swap
 contracts resulting in the Company paying a net consideration
 of $2,043. Net interest received from these interest rate swap
 contracts was $(117), $256, and $782 for 1996, 1995 and 1994,
 respectively.
 
<PAGE>
 
NOTE 6.   STOCKHOLDER'S EQUITY AND STATUTORY REGULATIONS
 
 During 1996, 1995, and 1994 the Company paid dividends of
 $175,000, $100,000, and $150,000, respectively, to MLIG. Of
 these stockholder's dividends, $175,000, $73,757, and $112,779,
 respectively, were extraordinary dividends as defined by
 Arkansas Insurance Law and were paid pursuant to approval
 granted by the Arkansas Insurance Commissioner.
 
 At December 31, 1996 and 1995, approximately $24,970 and
 $30,195, respectively, of stockholder's equity was available
 for distribution to MLIG. Statutory capital and surplus at
 December 31, 1996 and 1995, was $251,697 and $303,950,
 respectively.
 
 Applicable insurance department regulations require that the
 Company report its accounts in accordance with statutory
 accounting practices. Statutory accounting practices primarily
 differ from the principles utilized in these financial
 statements by charging policy acquisition costs to expense as
 incurred, establishing future policy benefit reserves using
 different actuarial assumptions, not providing for deferred
 income taxes, and valuing securities on a different basis. The
 Company's statutory net income for 1996, 1995 and 1994 was
 $93,532, $121,451 and $42,382, respectively.
 
 The National Association of Insurance Commissioners ("NAIC")
 utilizes the Risk Based Capital ("RBC") adequacy monitoring
 system. The RBC calculates the amount of adjusted capital which
 a life insurance company should have based upon that company's
 risk profile. As of December 31, 1996 and 1995, based on the
 RBC formula, the Company's total adjusted capital level was
 403% and 395%, respectively, of the minimum amount of capital
 required to avoid regulatory action.
 
NOTE 7.   COMMITMENTS AND CONTINGENCIES
 
 State insurance laws generally require that all life insurers
 who are licensed to transact business within a state become
 members of the state's life insurance guaranty association.
 These associations have been established for the protection of
 policyholders from loss (within specified limits) as a result
 of the insolvency of an insurer. At the time an insolvency
 occurs, the guaranty association assesses the remaining members
 of the association an amount sufficient to satisfy the
 insolvent insurer's policyholder obligations (within specified
 limits). During 1991, and to a lesser extent 1992, there were
 certain highly publicized life insurance insolvencies. The
 Company has utilized public information to estimate what future
 assessments it will incur as a result of these insolvencies. At
 December 31, 1996 and 1995, the Company has established an
 estimated liability for future guaranty fund assessments of
 $18,773 and $21,144, respectively. The Company regularly
 monitors public information regarding insurer insolvencies and
 will adjusts its estimated liability as appropriate.
 
 In the normal course of business, the Company is subject to
 various claims and assessments. Management believes the
 settlement of these matters would not have a material effect on
 the financial position or results of operations of the Company.
 
                          * * * * * *
 
 



<PAGE>   64
 
                           PART II. OTHER INFORMATION
 
                          UNDERTAKING TO FILE REPORTS
 
     Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
 
                              RULE 484 UNDERTAKING
 
     The Insurance Company's By-Laws provide, in Article VI, Section 1, 2, 3 and
4 as follows:
 
     Section 1.  Actions Other Than by or in the Right of the Corporation.  The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director, officer or employee of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
 
     Section 2.  Actions by or in the Right of the Corporation.  The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgement in its favor by reason of the fact
that he is or was a director, officer or employee of the Corporation, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the Court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other Court shall deem proper.
 
     Section 3.  Right to Indemnification.  To the extent that a director,
officer of employee of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
and 2 of this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.
 
     Section 4.  Determination of Right to Indemnification.  Any indemnification
under Sections 1 and 2 of this Article (unless ordered by a Court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, or employee is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 and 2 of this Article. Such determination shall be made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
 
     Any persons serving as an officer, director or trustee of a corporation,
trust, or other enterprise, including the Registrant, at the request of Merrill
Lynch are entitled to indemnification from Merrill Lynch, to the fullest extent
authorized or permitted by law, for liabilities with respect to actions taken or
omitted by such persons in any capacity in which such persons serve Merrill
Lynch or such other corporation, trust, or other
 
                                      II-1
<PAGE>   65
 
enterprise. Any action initiated by any such person for which indemnification is
provided shall be approved by the Board of Directors of Merrill Lynch prior to
such initiation.
 
DIRECTORS' AND OFFICERS' INSURANCE
 
     Merrill Lynch has purchased from Corporate Officers' and Directors'
Assurance Company directors' and officers' liability insurance policies which
cover, in addition to the indemnification described above, liabilities for which
indemnification is not provided under the By-Laws. The Company will pay an
allocable portion of the insurance premium paid by Merrill Lynch with respect to
such insurance policies.
 
ARKANSAS BUSINESS CORPORATION LAW
 
     In addition, Section 4-26-814 of the Arkansas Business Corporation Law
generally provides that a corporation has the power to indemnify a director or
officer of the corporation, or a person serving at the request of the
corporation as a director or officer of another corporation or other enterprise
against any judgments, amounts paid in settlement, and reasonably incurred
expenses in a civil or criminal action or proceeding if the director or officer
acted in good faith in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation (or, in the case of a criminal
action or proceeding, if he or she in addition had no reasonable cause to
believe that his or her conduct was unlawful).
 
     Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
 
   
                    REPRESENTATION PURSUANT TO SECTION 26(e)
    
 
   
     Merrill Lynch Life Insurance Company hereby represents that the fees and
charges deducted under the Contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by Merrill Lynch Life Insurance Company.
    
 
                                      II-2
<PAGE>   66
 
                       CONTENTS OF REGISTRATION STATEMENT
 
This Registration Statement comprises the following papers and documents:
 
     The facing sheet.
   
     The prospectus consisting of 98 pages.
    
     Undertaking to File Reports.
     Rule 484 Undertaking.
   
     Representation Pursuant to Section 26(e).
    
     The signatures.
     Written Consents of the Following Persons:
        (a) Barry G. Skolnick, Esq.
        (b) Joseph E. Crowne, Jr., F.S.A.
   
        (c) Sutherland, Asbill & Brennan, L.L.P.
    
        (d) Deloitte & Touche LLP, Independent Auditors
 
     The following Exhibits:
 
   
<TABLE>
<S>  <C>  <C>        <C>
1.A.   (1)           Resolution of the Board of Directors of Merrill Lynch Life Insurance
                     Company establishing the Separate Account (Incorporated by Reference to
                     Registrant's Post- Effective Amendment No. 8 to Form S-6 Registration No.
                     33-55472 Filed April 29, 1997)
       (2)           Not applicable
       (3) (a)       Form of Distribution Agreement between Merrill Lynch Life Insurance
                     Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated
                     (Incorporated by Reference to Registrant's Post-Effective Amendment No. 8
                     to Form S-6 Registration No. 33-55472 Filed April 29, 1997)
          (b)        Form of Amended Sales Agreement between Merrill Lynch Life Insurance
                     Company and Merrill Lynch Life Agency Inc. (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 8 to Form S-6 Registration No.
                     33-55472 Filed April 29, 1997)
          (c)        Schedules of Sales Commissions. See Exhibit A(3)(b)
          (d)        Indemnity Agreement between Merrill Lynch Life Insurance Company and
                     Merrill Lynch Life Agency, Inc. (Incorporated by Reference to Registrant's
                     Post-Effective Amendment No. 8 to Form S-6 Registration No. 33-55472 Filed
                     April 29, 1997)
       (4)           Not applicable
       (5) (a)(1)    Flexible Premium Variable Life Insurance Policy
          (a)(2)     Flexible Premium Joint and Last Survivor Variable Life Insurance Policy
          (b)(1)     Backdating Endorsement
          (b)(2)(a)  Guarantee of Insurability Rider for Flexible Premium Variable Life
                     Insurance Policy
          (b)(2)(b)  Guarantee of Insurability Rider for Flexible Premium Joint and Last
                     Survivor Variable Life Insurance Policy
          (b)(3)(a)  Single Premium Immediate Annuity Rider for Flexible Premium Variable Life
                     Insurance Policy
          (b)(3)(b)  Single Premium Immediate Annuity Rider for Flexible Premium Joint and Last
                     Survivor Variable Life Insurance Policy
          (b)(4)     Flexible Premium Joint and Last Survivor Partial Withdrawal Rider for use
                     with Flexible Premium Joint and Last Survivor Variable Life Insurance
                     Policy
          (b)(5)     Flexible Premium Partial Withdrawal Rider for use with Flexible Premium
                     Variable Life Insurance Policy
          (b)(6)     Change of Insured Rider for use with Flexible Premium Variable Life
                     Insurance Policy
       (6) (a)       Articles of Amendment, Restatement, and Redomestication of the Articles of
                     Incorporation of Merrill Lynch Life Insurance Company (Incorporated by
                     Reference to Registrant's Post-Effective Amendment No. 8 to Form S-6
                     Registration No. 33-55472 Filed April 29, 1997)
</TABLE>
    
 
                                      II-3
<PAGE>   67
 
   
<TABLE>
<S>  <C>  <C>        <C>
          (b)        Amended and Restated By-Laws of Merrill Lynch Life Insurance Company
                     (Incorporated by Reference to Registrant's Post-Effective Amendment No. 8
                     to Form S-6 Registration No. 33-55472 Filed April 29, 1997)
       (7)           Not applicable
       (8) (a)       Form of Agreement between Merrill Lynch Life Insurance Company and Merrill
                     Lynch Series Fund, Inc. (Incorporated by Reference to Registrant's
                     Post-Effective Amendment No. 8 to Form S-6 Registration No. 33-55472 Filed
                     April 29, 1997)
          (b)        Form of Agreement between Merrill Lynch Life Insurance Company and Merrill
                     Lynch Funds Distributor, Inc. (Incorporated by Reference to Registrant's
                     Post-Effective Amendment No. 8 to Form S-6 Registration No. 33-55472 Filed
                     April 29, 1997)
          (c)        Form of Agreement between Merrill Lynch Life Insurance Company and Merrill
                     Lynch, Pierce, Fenner & Smith Incorporated (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 8 to Form S-6 Registration No.
                     33-55472 Filed April 29, 1997)
          (d)        Participation Agreement among Merrill Lynch Life Insurance Company, ML
                     Life Insurance Company of New York and Monarch Life Insurance Company
                     (Incorporated by Reference to Registrant's Post-Effective Amendment No. 8
                     to Form S-6 Registration No. 33-55472 Filed April 29, 1997)
          (e)        Management agreement between Merrill Lynch Life Insurance Company and
                     Merrill Lynch Asset Management, Inc. (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 8 to Form S-6 Registration No.
                     33-55472 Filed April 29, 1997)
          (f)        Form of Participation Agreement among Merrill Lynch Life Insurance
                     Company, ML Life Insurance Company of New York and Family Life Insurance
                     Company (Incorporated by Reference to Registrant's Post-Effective
                     Amendment No. 8 to Form S-6 Registration No. 33-55472 Filed April 29,
                     1997)
          (g)        Form of Participation Agreement Among Merrill Lynch Life Insurance
                     Company, Alliance Capital Management L.P., and Alliance Fund Distributors,
                     Inc. (Incorporated by Reference to Merrill Lynch Life Variable Annuity
                     Separate Account A's Post-Effective Amendment No. 10 to Form N-4
                     Registration No. 33-43773 Filed December 10, 1996)
          (h)        Form of Participation Agreement Among MFS Variable Insurance Trust,
                     Merrill Lynch Life Insurance Company, and Massachusetts Financial Services
                     Company (Incorporated by Reference to Merrill Lynch Life Variable Annuity
                     Separate Account A's Post-Effective Amendment No. 10 to Form N-4
                     Registration No. 33-43773 Filed December 10, 1996)
          (i)        Participation Agreement By and Among AIM Variable Insurance Funds, Inc.,
                     AIM Distributors, Inc., and Merrill Lynch Life Insurance Company
                     (Incorporated by Reference to Merrill Lynch Life Variable Annuity Separate
                     Account A's Post-Effective Amendment No. 11 to Form N-4 Registration No.
                     33-43773 Filed April 24, 1997)
       (9)           Service Agreement among Merrill Lynch Insurance Group, Inc., Family Life
                     Insurance Company and Merrill Lynch Life Insurance Company (Incorporated
                     by Reference to Registrant's Post-Effective Amendment No. 8 to Form S-6
                     Registration No. 33-55472 Filed April 29, 1997)
      (10) (a)       Variable Life Insurance Application
          (b)        Variable Life Insurance Application (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 8 to Form S-6 Registration No.
                     33-55472 Filed April 29, 1997)
          (c)        Variable Life Insurance Supplemental Application 1
          (d)        Application for Additional Payment for Variable Life Insurance
          (e)        Application for Reinstatement
</TABLE>
    
 
                                      II-4
<PAGE>   68
 
   
<TABLE>
<S>  <C>  <C>        <C>
          (f)        Variable Life Insurance Application, Part 1 (Form No. A1016) (Incorporated
                     by Reference to Registrant's Post-Effective Amendment No. 4 to Form S-6
                     Registration No. 33-41829 Filed April 28, 1995)
          (g)        Variable Life Insurance Application, Part 2 (Form No. A1011) (Incorporated
                     by Reference to Registrant's Post-Effective Amendment No. 4 to Form S-6
                     Registration No. 33-41829 Filed April 28, 1995)
          (h)        Temporary Insurance Agreement (Form No. A1010) (Incorporated by Reference
                     to Registrant's Post-Effective Amendment No. 4 to Form S-6 Registration
                     No. 33-41829 Filed April 28, 1995)
          (i)        Flexible Premium Variable Life Insurance Policy (Form No. MFP87)
                     (Incorporated by Reference to Registrant's Post-Effective Amendment No. 4
                     to Form S-6 Registration No. 33-41829 Filed April 28, 1995)
          (j)        Single Premium Immediate Annuity Rider (Form No. MSPIAC86-S) (Incorporated
                     by Reference to Registrant's Post-Effective Amendment No. 4 to Form S-6
                     Registration No. 33-41829 Filed April 28, 1995)
          (k)        Flexible Premium Joint and Last Survivor Variable Life Insurance Policy
                     (Form No. MFPLS87) (Incorporated by Reference to Registrant's
                     Post-Effective Amendment No. 4 to Form S-6 Registration No. 33-41829 Filed
                     April 28, 1995)
      (11) (a)       Memorandum describing Merrill Lynch Life Insurance Company's Issuance,
                     Transfer and Redemption Procedures (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 2 to Form S-6 Registration No.
                     33-41829 Filed March 1, 1994)
      (11) (b)       Supplement to Memorandum describing Merrill Lynch Life Insurance Company's
                     Issuance, Transfer and Redemption Procedures (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 8 to Form S-6 Registration No.
                     33-55472 Filed April 29, 1997)
2.                   See Exhibit 1.A.(5)
3.                   Opinion and Consent of Barry G. Skolnick, Esq. as to the legality of the
                     securities being registered (Incorporated by Reference to Registrant's
                     Post-Effective Amendment No. 5 to Form S-6 Registration No. 33-41829 Filed
                     April 25, 1996)
4.                   Not applicable
5.                   Not applicable
6.                   Opinion and Consent of Joseph E. Crowne, Jr., F.S.A. as to actuarial
                     matters pertaining to the securities being registered
7.        (a)        Power of Attorney of Joseph E. Crowne, Jr., (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 2 to Form S-6 Registration No.
                     33-55472 Filed March 1, 1994)
          (b)        Power of Attorney of David E. Dunford (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 2 to Form S-6 Registration No.
                     33-55472 Filed March 1, 1994)
          (c)        Power of Attorney of Gail R. Farkas (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 6 to Form S-6 Registration No.
                     33-55472 Filed February 29, 1996)
          (d)        Power of Attorney of John C.R. Hele (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 2 to Form S-6 Registration No.
                     33-55472 Filed March 1, 1994)
          (e)        Power of Attorney of Allen N. Jones (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 2 to Form S-6 Registration No.
                     33-55472 Filed March 1, 1994)
          (f)        Power of Attorney of Barry G. Skolnick (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 2 to Form S-6 Registration No.
                     33-55472 Filed March 1, 1994)
          (g)        Power of Attorney of Anthony J. Vespa (Incorporated by Reference to
                     Registrant's Post-Effective Amendment No. 2 to Form S-6 Registration No.
                     33-55472 Filed March 1, 1994)
</TABLE>
    
 
                                      II-5
<PAGE>   69
 
   
<TABLE>
<S>  <C>  <C>        <C>
 8.       (a)        Written Consent of Barry G. Skolnick, Esq.
          (b)        Written Consent of Joseph E. Crowne, Jr., F.S.A. (See Exhibit 6)
          (c)        Written Consent of Sutherland, Asbill & Brennan, L.L.P.
          (d)        Written Consent of Deloitte & Touche LLP, Independent Auditors
27.                  Financial Data Schedule
</TABLE>
    
 
                                      II-6
<PAGE>   70
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Merrill Lynch Variable Life Separate Account hereby certifies that this
Post-Effective Amendment No. 6 meets all of the requirements for effectiveness
pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933, and has
duly caused this Post-Effective Amendment No. 6 to the Registration Statement to
be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of Plainsboro and the
State of New Jersey, on the 21st day of April 1997.
    
 
                  MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
                                  (Registrant)
 
   
                    By: MERRILL LYNCH LIFE INSURANCE COMPANY
                                  (Depositor)
    
 
<TABLE>
<S>                                             <C>
 
Attest: /s/ EDWARD W. DIFFIN, JR.               By: /s/ BARRY G. SKOLNICK
              -------------------------------   -------------------------------
              Edward W. Diffin, Jr.                           Barry G. Skolnick
              Vice President                                  Senior Vice President
</TABLE>
 
   
     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 6 to the Registration Statement has been signed
below by the following persons in the capacities indicated on April 21, 1997.
    
 
<TABLE>
<CAPTION>
                  SIGNATURE                                         TITLE
- ---------------------------------------------   ----------------------------------------------
 
<C>                                             <S>
 
                      *                         Chairman of the Board, President, and Chief
- ---------------------------------------------   Executive Officer
              Anthony J. Vespa
                      *                         Director, Senior Vice President, Chief
- ---------------------------------------------   Financial Officer, Chief Actuary, and
            Joseph E. Crowne, Jr.               Treasurer
 
                      *                         Director, Senior Vice President, and Chief
- ---------------------------------------------   Investment Officer
              David M. Dunford
 
                      *                         Director and Senior Vice President
- ---------------------------------------------
               Gail R. Farkas
 
         *By: /s/ BARRY G. SKOLNICK             In his own capacity as Director, Senior Vice
- ---------------------------------------------   President, General Counsel, Secretary and as
              Barry G. Skolnick                 Attorney-In-Fact
</TABLE>
 
                                      II-7
<PAGE>   71
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<S>              <C>
 1.A.5(a)(1)     Flexible Premium Variable Life Insurance Policy
 1.A.5(a)(2)     Flexible Premium Joint and Last Survivor Variable Life Insurance Policy
 1.A.5(b)(1)     Backdating Endorsement
 1.A.5(b)(2)(a)  Guarantee of Insurability Rider for Flexible Premium Variable Life Insurance
                 Policy
 1.A.5(b)(2)(b)  Guarantee of Insurability Rider for Flexible Premium Joint and Last Survivor
                 Variable Life Insurance Policy
 1.A.5(b)(3)(a)  Single Premium Immediate Annuity Rider for Flexible Premium Variable Life
                 Insurance Policy
 1.A.5(b)(3)(b)  Single Premium Immediate Annuity Rider for Flexible Premium Joint and Last
                 Survivor Variable Life Insurance Policy
 1.A.5(b)(4)     Flexible Premium Joint and Last Survivor Partial Withdrawal Rider for use
                 with Flexible Premium Joint and Last Survivor Variable Life Insurance Policy
 1.A.5(b)(5)     Flexible Premium Partial Withdrawal Rider for use with Flexible Premium
                 Variable Life Insurance Policy
 1.A.5(b)(6)     Change of Insured Rider for use with Flexible Premium Variable Life
                 Insurance Policy
 1.A.10(a)       Variable Life Insurance Application
 1.A.10(c)       Variable Life Insurance Supplemental Application I
 1.A.10(d)       Application for Additional Payment for Variable Life Insurance
 1.A.10(e)       Application for Reinstatement
 6.              Opinion and Consent of Joseph E. Crowne, Jr., F.S.A. as to actuarial matters
                 pertaining to the securities being registered
 8.(a)           Written Consent of Barry G. Skolnick, Esq.
 8.(c)           Written Consent of Sutherland, Asbill & Brennan, L.L.P.
 8.(d)           Written Consent of Deloitte & Touche LLP, Independent Auditors
27.              Financial Data Schedule
</TABLE>
    
 
                                      II-8

<PAGE>   1


                                                           EXHIBIT 1.A.(5)(a)(1)

<TABLE>
 <S>                         <C>
 [LOGO] MERRILL LYNCH        MERRILL LYNCH LIFE INSURANCE COMPANY

                             Home Office: 1000 Saver Federal Building, 320 West Capitol
                             Avenue, Little Rock, Arkansas 72201
                             Variable Life Insurance Service Center: P.O. Box 9025,
                             Springfield, Massachusetts 01102-9025
                             ------------------------------------------------------------------------------------------------------

                             INSURED                 RICHARD ROE
                             INITIAL PREMIUM         $50,000.00         ISSUE AGE/SEX            35 Male
                             ISSUE DATE              Nov. 29, 1990      INITIAL FACE AMOUNT      $184,697
                             POLICY DATE             Nov. 29, 1990      UNDERWRITING             Non-Smoker
                             POLICY NUMBER           SPECIMEN           CLASS

                             FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                             This policy is a legal contract between its owner and us.  PLEASE READ IT CAREFULLY.  In this
                             policy, the word you refers to the insured shown in Policy Schedule 1.  We refers to Merrill
                             Lynch Life Insurance Company.

- -----------------------------------------------------------------------------------------------------------------------------------
 DEATH BENEFIT PROVIDED      We will pay the death benefit proceeds to the beneficiary when we receive proof of your
 BY THIS POLICY              death.

                             At issue, the death benefit equals this policy's initial face amount.  Afterwards, the death
                             benefit may increase or decrease on any day, depending on this policy's investment results
                             but will never be less than this policy's face amount.  The duration for which the death
                             benefit is in effect may vary with the investment results but will never be less than this
                             policy's Guarantee Period.  For details on death benefit proceeds and the Guarantee Period
                             see Insurance Benefits.

- -----------------------------------------------------------------------------------------------------------------------------------
 CASH VALUE BENEFITS         During your lifetime while this policy is in effect, we provide cash value benefits and other
 PROVIDED BY THIS POLICY     important rights as described in this policy.

                             The cash surrender value may increase or decrease on any day, depending on the investment
                             results for this policy.  No minimum amount is guaranteed.  See POLICY BENEFITS FOR THE OWNER
                             for information on cash surrender values.
- -----------------------------------------------------------------------------------------------------------------------------------
 INVESTMENT RESULTS FOR      The owner can allocate this policy's total investment base among investment divisions.  Each
 THIS POLICY                 division invests in a designated investment portfolio.  Cash surrender values and death
                             benefits may increase or decrease depending on the investment experience of the divisions,
                             the allocation of the policy's investment base among the divisions and the timing and amount
                             of all premiums.  See HOW VARIABLE LIFE INSURANCE WORKS for details.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

MFP87                                - 1 -                              SPECIMEN
                                          
<PAGE>   2


<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 RIGHT TO EXAMINE THIS       This policy may be returned on or before the end of the FREE LOOK PERIOD.  That period ends
 POLICY                      10 days after the owner receives this policy.  Mail or delivery this policy to us or to the
                             agent who sold it.  The returned policy will be treated as if we never issued it.  We'll
                             promptly return any premium paid.

                             /s/  BARRY G. SKOLNICK                         /s/  THOMAS H. PATRICK    
                             -------------------------                      --------------------------

                                  Barry G. Skolnick                              Thomas H. Patrick
                                  Secretary                                      President

- -----------------------------------------------------------------------------------------------------------------------------------
 FLEXIBLE PREMIUM            Variable life insurance payable upon death of insured.  Death benefit subject to guaranteed
 VARIABLE LIFE INSURANCE     minimum during Guarantee Period.  Guaranteed minimum is policy's face amount.  Flexible
 POLICY                      premiums.  Non-participating.  Investment results reflected in policy benefits.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                                - 2 -                              SPECIMEN
                                          

<PAGE>   3


                             --------------------------------------------------
                             POLICY CONTENTS
                             --------------------------------------------------


MFP87                                - 3 -                              SPECIMEN
<PAGE>   4


<TABLE>
                             <S>                                                                          <C>
                             ------------------------------------------------------------------------------------------------------
                             POLICY SCHEDULES


                                      PREMIUMS                                                            Policy Schedule 1

                                      POLICY FACTS                                                                        2

                                      CHARGES AND FEES FOR THIS POLICY                                                    3

                                      TABLE OF NET SINGLE PREMIUM FACTORS                                                 4

                                      TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES                                 5

                                      THE SEPARATE ACCOUNT                                                                6

                             INTRODUCTION TO THIS POLICY                                                             Page 3

                             PREMIUM PAYMENTS                                                                             4

                             HOW VARIABLE LIFE INSURANCE WORKS                                                            6

                             POLICY BENEFITS FOR THE OWNER                                                               10

                             INSURANCE BENEFITS                                                                          13

                             CHOOSING AN INCOME PLAN                                                                     15

                             OTHER IMPORTANT INFORMATION                                                                 18

                             A copy of the application(s) and any additional benefit riders and 
                             endorsements are at the back of this policy.

                             ------------------------------------------------------------------------------------------------------
</TABLE>

MFP87                                - 4 -                              SPECIMEN
<PAGE>   5



<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 POLICY SCHEDULES            The Policy Schedules come right after this page.  They give specific facts about this policy
                             and its coverage.  Please refer to them while reading this policy.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   6


<TABLE>
 <S>                         <C>                               <C>                       <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             POLICY SCHEDULE 1


                   INSURED   RICHARD ROE                       ISSUE                     35 Male
           INITIAL PREMIUM   $50,000.00                        INITIAL FACE AMOUNT       $  184,697
                ISSUE DATE   Nov. 29, 1990                     UNDERWRITING              Non-Smoker
               POLICY DATE   Nov. 28, 1990                     CLASS
             POLICY NUMBER   SPECIMEN





                             PREMIUMS
- -----------------------------------------------------------------------------------------------------------------------------------
 Premium Payments            Initial premium paid with 
                             application $50,000.00

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                                - 6 -                              SPECIMEN
<PAGE>   7


<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 Allocation Information      Allocation of total investment base on policy date:

                                                               Total
                                                               Investment
                                      Division                    Base   
                                      --------                 ----------
                                      MONEY RESERVE            $50,000.00
                                      Total                    $50,000.00

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   8

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             POLICY SCHEDULE 1


                   INSURED   RICHARD ROE               ISSUE                     35 Male
           INITIAL PREMIUM   $2,000.00                 INITIAL FACE AMOUNT       $ 56,600.00
                ISSUE DATE   Nov. 29, 1990             UNDERWRITING              Non-Smoker
               POLICY DATE   Nov. 28, 1990             CLASS
             POLICY NUMBER   SPECIMEN





                             PREMIUMS
- -----------------------------------------------------------------------------------------------------------------------------------
 Premium Payments            Initial premium paid with application $2,000.00

                             Planned periodic premiums of $2,000.00 have been elected.  They may be paid starting November
                             28, 1991 and annually thereafter through November 28, 1996.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



MFP87                                - 8 -                              SPECIMEN
<PAGE>   9


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
 Allocation Information      Allocation of total investment base on policy date:
 <S>                                  <C>                     <C>

                                                                  Total
                                                               Investment
                                      Division                    Base   
                                      --------                 ----------
                                      MONEY RESERVE            $2,000.00
                                      Total                    $2,000.00
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   10
<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             POLICY SCHEDULE 2


                   INSURED   RICHARD ROE               ISSUE                  35 Male
           INITIAL PREMIUM   $50,000.00                INITIAL FACE AMOUNT    $ 184,697
                ISSUE DATE   Nov. 29, 1990             UNDERWRITING           Non-Smoker
               POLICY DATE   Nov. 28, 1990             CLASS
             POLICY NUMBER   SPECIMEN



                             POLICY FACTS
- -----------------------------------------------------------------------------------------------------------------------------------
 OWNER                       Owner of this policy on the issue date is:
                             RICHARD ROE

- -----------------------------------------------------------------------------------------------------------------------------------
 POLICY PROCESSING DATE      Policy processing dates are the policy date and the days when we deduct charges and are on
                             the same day of the month as the policy date at the end of each successive 3 month period.
 POLICY PROCESSING PERIOD    A policy processing period is the period between successive policy processing dates.
- -----------------------------------------------------------------------------------------------------------------------------------
 INVESTMENT BASE -           Maximum number of divisions to be allocated at any one time is 5.
 ALLOCATION RULES            Number of allocation changes per year is unlimited.  We reserve the right to limit the number
                             of changes, but in no event to less than 5 per year.
                             No allocation changes are allowed during the free look period.
- -----------------------------------------------------------------------------------------------------------------------------------
 MATURITY DATE OF AN         On the maturity date of an investment division, amounts in that division will be allocated to
 INVESTMENT DIVISION         the Money Reserve division, unless otherwise specified by owner.
- -----------------------------------------------------------------------------------------------------------------------------------
 ADDITIONAL PREMIUMS -       Maximum attained age of insured at time of payment is 80.
 OTHER THAN PLANNED          Minimum additional premium is $500.
 PERIODIC PREMIUMS           Number of additional premium payments permitted per year is 4.
- -----------------------------------------------------------------------------------------------------------------------------------
 GRACE PERIOD                The Grace Amount is equal to the change that were due on the policy processing date on which
                             we determined that the cash surrender value was insufficient.
- -----------------------------------------------------------------------------------------------------------------------------------
 REINSTATEMENT               The reinstatement premium is the minimum premium for which we would then issue this policy
                             based on your attained age and underwriting class as of the effective date of the reinstated
                             policy.
- -----------------------------------------------------------------------------------------------------------------------------------
 CHANGING THE FACE AMOUNT    Maximum attained age of insured at time of change is 80.
                             Minimum change in face amount is $10,000.
                             Number of changes permitted per year is 1.
- -----------------------------------------------------------------------------------------------------------------------------------
 POLICY LOAN                 Loan value is 90% of the cash surrender value.  Minimum loan amount is $1,000 (except when
                             used to pay premiums on another Merrill Lynch Variable Life Insurance policy).
                             Minimum repayment amount is $1,000.
                             Loan interest rate is 6.00% per year.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 10 -                              SPECIMEN
<PAGE>   11

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 INITIAL GUARANTEE PERIOD    The initial Guarantee Period is for the life of the insured.
- -----------------------------------------------------------------------------------------------------------------------------------
 MATURITY DATE OF THIS       The maturity date of this policy is for the life of the insured.
 POLICY
- -----------------------------------------------------------------------------------------------------------------------------------
 INTEREST RATE AND           1980 CSD Mortality Table (Male)
 MORTALITY TABLE USED IN
 OUR COMPUTATIONS            Interest at 4.00% per year
- -----------------------------------------------------------------------------------------------------------------------------------
 POLICY RIDERS, IF ANY       None
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   12

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             POLICY SCHEDULE 3


                   INSURED   RICHARD ROE               ISSUE                    35 Male
           INITIAL PREMIUM   $50,000.00                INITIAL FACE AMOUNT      $  184,697
                ISSUE DATE   Nov. 29, 1990             UNDERWRITING             Non-Smoker
               POLICY DATE   Nov. 28, 1990             CLASS
             POLICY NUMBER   SPECIMEN



                             CHARGES AND FEES FOR THIS POLICY
- -----------------------------------------------------------------------------------------------------------------------------------
 PREMIUM LOADING DEDUCTED    None
 BEFORE ALLOCATION
- -----------------------------------------------------------------------------------------------------------------------------------
 BASIC POLICY CHARGES AND    Mortality Cost:
 FEES DEDUCTED FROM THE           - Guaranteed maximum cost of insurance rates per $1,000 are
 INVESTMENT BASE                    shown in Policy Schedule 5.

                             Administrative Fees:
                                  - None

                             Annual Recovery of Deferred Policy Loading:
                                  - Initial Premium:  .90% of initial premium deducted annually on
                                    the first through tenth policy anniversaries.
                                  - Additional Premiums:  .90% of each additional premium deducted
                                    annually on the first through tenth policy anniversaries
                                    following receipt and acceptance of the additional premium.

                             Loan Charge:
                                  - Maximum of 2.00% of the policy debt deducted annually.
- -----------------------------------------------------------------------------------------------------------------------------------
 CHARGES DEDUCTED FROM       Asset Charge:
 DIVISIONS IN THE                 - daily charge of .002477% (equivalent to .90% annually in
 SEPARATE ACCOUNT                   advance).

                             Trust Charge:
                                  - daily charge of .000933% (equivalent to .34% annually in
                                    advance).

                                  We reserve the right to increase the Trust Charge but in no event above .001373%
                                  (equivalent to .50% annually in advance).
- -----------------------------------------------------------------------------------------------------------------------------------
 RIDER CHARGES DEDUCTED      None
 FROM THE INVESTMENT BASE
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 12 -                              SPECIMEN
<PAGE>   13

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 OTHER RIDER CHARGES         None




- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   14

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             POLICY SCHEDULE 3
                             (CONTINUED)


- -----------------------------------------------------------------------------------------------------------------------------------
 DEFERRED POLICY LOADING     The amount of Deferred Policy Loading applicable during a policy year is deducted from this
                             policy's investment base in calculating its cash surrender value.

                             Initial Premium

                             The maximum amount of the Deferred Policy Loading attributable to the initial premium is:

                                  During               As % of              During               As % of
                                  Policy               Initial              Policy               Initial
                                   Year                Premium               Year                Premium
                                  ------               -------              ------               -------

                                     1                  9.00%                  6                   4.50%
                                     2                  8.10                   7                   3.60
                                     3                  7.20                   8                   2.70
                                     4                  6.30                   9                   1.80
                                     5                  5.40                   10                  0.90
                                                                               11+                    0

                             Policy year is measured from the policy date.


                             Additional Premiums

                             The maximum increase in the amount of the Deferred Policy Loading attributable to the initial
                             premium is:

                                  Additional  As % of Each      Additional          As % of Each
                                   Premium     Additional        Premium             Additional
                                     Year       Premium            Year               Premium   
                                  ----------  ------------      ----------          ------------

                                        1         9.00%              6                   4.50%
                                        2         8.10               7                   3.60
                                        3         7.20               8                   2.70
                                        4         6.30               9                   1.80
                                        5         5.40               10                  0.90
                                                                     11+                    0
                                                                  

                             *Additional premium year 1 is the period from the date we receive and accept an additional
                             premium to the next policy anniversary.  Additional premium years 2 through 10 are the full
                             policy years thereafter.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



MFP87                               - 14 -                              SPECIMEN
<PAGE>   15

- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------

<PAGE>   16

- -------------------------------------------------------------------------------
                               POLICY SCHEDULE 4

- -------------------------------------------------------------------------------



MFP87                               - 16 -                              SPECIMEN
<PAGE>   17

- -------------------------------------------------------------------------------
                   TABLE OF NET SINGLE PREMIUM FACTORS (Male)

            (Attained Age Factors Per $1.00 of Cash Surrender Value)



<TABLE>
<CAPTION>
 Attained                   Attained                 Attained                 Attained
    Age      Factor           Age        Factor        Age       Factor          Age  
 --------    ------        --------      ------     ---------    ------       --------
      <S>    <C>              <C>        <C>           <C>       <C>
      35     3.97197          60         1.87342       85        1.18029
      36     3.84281          61         1.82635       86        1.16822
      37     3.71808          62         1.78124       87        1.15699
      38     3.59795          63         1.73815       88        1.14643
      39     3.48248          64         1.69704       89        1.13635
                              
      40     3.37136          65         1.65786       90        1.12657
      41     3.26461          66         1.62056       91        1.11684
      42     3.16191          67         1.58501       92        1.10693
      43     3.06323          68         1.55105       93        1.09655
      44     2.96853          69         1.51855       94        1.08536
                              
      45     2.87749          70         1.48745       95        1.07314
      46     2.79004          71         1.45776       96        1.05986
      47     2.70588          72         1.42950       97        1.04582
      48     2.62495          73         1.40274       98        1.03189
      49     2.20135          74         1.37755       99        1.02207
                              
      50     2.47233          75         1.35394
      51     2.40027          76         1.33182
      52     2.33112          77         1.31108
      53     2.26483          78         1.29153
      54     2.20135          79         1.27297
                              
      55     2.14058          80         1.25527
      56     2.08243          81         1.23842
      57     2.02686          82         1.22242
      58     1.97358          83         1.20736
      59     1.92247          84         1.19331



 Factors shown are based on the insured's attained age as of each policy
 anniversary.

 On policy processing dates not shown, we will determine the Net Single Premium
 Factor in a consistent manner with allowance for time elapsed.

 The Net Single Premium Factor on a date during a policy processing period is
 determined by interpolating between the factors for the policy processing date
 immediately preceding and immediately following that date.



- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   18

- -------------------------------------------------------------------------------
                               POLICY SCHEDULE 5

- -------------------------------------------------------------------------------



MFP87                               - 18 -                              SPECIMEN
<PAGE>   19


- -------------------------------------------------------------------------------
           TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES (Male)

        (Attained Age Quarterly Rates per $1.000 of Net Amount at Risk)



<TABLE>
<CAPTION>
 Attained            Attained              Attained                 Attained
    Age      Rate       Age       Rate        Age        Rate          Age   
 --------    ----    --------     ----     --------      ----       -------- 
      <S>    <C>        <C>       <C>         <C>         <C>                
      35     0.53       60        4.06        85          42.37              
      36     0.56       61        4.43        86          46.45              
      37     0.60       62        4.86        87          50.72              
      38     0.65       63        5.34        88          55.16              
      39     0.70       64        5.87        89          59.79              
                                                                             
      40     0.76       65        6.46        90          64.68              
      41     0.82       66        7.09        91          69.95              
      42     0.89       67        7.76        92          75.82              
      43     0.97       68        8.47        93          82.63              
      44     1.05       69        9.25        94          91.64              
                                                                             
      45     1.14       70        10.13       95          105.27             
      46     1.23       71        11.13       96          129.03             
      47     1.33       72        12.28       97          177.60             
      48     1.44       73        13.61       98          307.77             
      49     1.56       74        15.10       99          333.33             
                                                       
      50     1.68       75        16.72
      51     1.83       76        18.46
      52     2.00       77        20.27
      53     2.19       78        22.15
      54     2.40       79        24.15

      55     2.63       80        26.36
      56     2.89       81        28.84
      57     3.15       82        31.67
      58     3.43       83        34.91
      59     3.73       84        38.50



 Rates shown are based on the insured's attained age as of each policy
 anniversary.  They do not change during a policy year.



- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   20
<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             POLICY SCHEDULE 6




                             THE SEPARATE ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
 THE SEPARATE ACCOUNT        The Separate Account is Merrill Lynch Variable Life Separate Account which is governed by the
                             laws of Arkansas, our state of domicile.  The Separate Account is divided into investment
                             divisions.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 20 -                              SPECIMEN
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 NOTE:      PLEASE REFER TO THE POLICY PROSPECTUS FOR MORE DETAILS ABOUT THE
            INVESTMENT DIVISIONS.


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<PAGE>   22
<TABLE>
 <S>                         <C>
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                             INTRODUCTION TO THIS POLICY

                             This policy insures your life.  Your are also the owner of this policy unless another owner
                             has been named in the application.  The owner is shown in Policy Schedule 2.  The owner has
                             the rights and options described in this policy.
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 THIS POLICY IS A            This policy is a contract between its owner and us.  We provide insurance coverage and other
 CONTRACT                    benefits as stated in this policy.  We do this in return for a completed application and
                             payment of the initial premium.
                             Whenever we use the word POLICY, we mean the entire contract.  The entire contract consists
                             of:
                                  -     the basic policy;
                                  -     the attached copy of the initial application;
                                  -     all subsequent applications to change the basic policy; and
                                  -     any riders or endorsements.
                             RIDERS AND ENDORSEMENTS add provisions or change the terms of the basic policy.
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 DATES AND AGES REFERRED     The following dates and cases are shown in the Policy Schedule 1.
 TO IN THIS POLICY           DATE OF ISSUE
                             This is the date this policy is issued at our Service Center.  The contestable and suicide
                             periods are measured from this date.
                             POLICY DATE
                             This date is used to determine policy processing dates, policy years and anniversaries.  The
                             policy date may or may not be the same as the date of issue.
                             ISSUE AGE
                             This is your age on your birthday nearest the policy date.
                             ATTAINED AGE
                             This is your issue age plus the number of full years elapsed since the policy date.
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 RIGHT TO NAME A             If you are not the owner, the owner may name a contingent owner.  The owner may want to do
 CONTINGENT OWNER            this in case he or she dies before a death benefit is payable under this policy.  Ownership
                             of this policy would then pass to the contingent owner.  If there's no contingent owner,
                             ownership would pass to the deceased owner's estate.
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 THE BENEFICIARY             The beneficiary is the person to whom we pay the proceeds upon your death.  We pay the
                             proceeds to the primary beneficiary.  If the primary beneficiary (whether or not irrevocable)
                             has died, the proceeds are paid to any contingent beneficiary.  If there is no surviving
                             beneficiary, we pay the proceeds to your estate.
                             Two or more persons may be named as primary beneficiaries or contingent beneficiaries.  In
                             that case, we will assume the proceeds are to be paid in equal shares to the surviving
                             beneficiaries.  The owner can specify other than equal shares.
                             The owner can reserve the right to change beneficiaries unless the designated of the primary
                             beneficiary has been made irrevocable.  If an irrevocable beneficiary has been designated,
                             the owner and irrevocable beneficiary must act together to exercise the rights and options
                             under this policy.
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 CHANGE OF OWNER OR          During your lifetime the owner can transfer ownership of this policy and change the
 BENEFICIARY                 beneficiary.  To do this, the owner must send us written notice of change in a form
                             satisfactory to us.  The change will take effect as of the day the notice is signed.  But the
                             change will not affect any payment made or action taken by us before receipt of the change at
                             our Service Center.
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 SENDING NOTICE TO US        Any written notice or requests should be send to our Service Center.  The address is shown on
                             the front of this policy.  Please include your name, policy number, and, if another owner has
                             been named, the name of the owner.
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MFP87                               - 23 -                              SPECIMEN
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                             PREMIUM PAYMENTS

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 WHEN TO PAY PREMIUMS        Payment of the initial premium is required to put this policy in effect.  The amount of the
                             initial premium is shown in Policy Schedule 1.  After that, the owner may pay additional
                             premiums under this policy.  See ADDITIONAL PREMIUMS.

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 WHERE TO PAY PREMIUMS       Pay the premiums to our Service Center.  On request we'll give a receipt signed by our
                             treasurer.

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MFP87                               - 24 -                              SPECIMEN
<PAGE>   25


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 ADDITIONAL PREMIUMS         The owner may pay additional premiums under this policy after the end of the free look
                             period.  To make an additional premium payment, the owner must provide us with satisfactory
                             notice at our Service Center.  This may be subject to evidence of insurability based on our
                             underwriting rules.  Additional premiums may be paid under a periodic plan subject to our
                             rules.  Unless otherwise specified by the owner, we will send reminder notices for the
                             planned periodic premiums.  Additional premiums, other than planned periodic premiums, are
                             subject to the restrictions shown in Policy Schedule 2.  We reserve the right to return any
                             additional premiums that would cause this policy to fail to qualify as life insurance under
                             applicable tax laws as interpreted by us.

                             The amount and frequency of any planned periodic premiums elected in the initial application
                             are shown in Policy Schedule 1.  Subject to our rules the owner may change the frequency and
                             amount of planned periodic premiums by providing us with satisfactory notice at our Service
                             Center.  This may require evidence of insurability.

                             Unless otherwise specified by the owner, if there is any policy debt, any additional premiums
                             paid, other than planned periodic premiums, will be used first as a loan repayment with any
                             excess applied as an additional premium.  See POLICY LOANS.

                             As of the date we receive and accept any additional premium:
                                  -     The Variable Insurance Amount will reflect this payment.
                                  -     The deferred policy loading in the policy year of payment will increase.
                                        Such increase will be recovered in level installations from this policy's
                                        investment base.  See Policy Schedule 3 for details.
                                  -     The fixed base will increase by the amount of the payment less any premium loading
                                        deducted before allocation and less any deferred policy loading applicable to such
                                        payment as shown in Policy Schedule 3.

                             As of the policy processing date on or next following the date of receipt and acceptance of
                             the additional premium the guaranteed benefits will increase.  See HOW WE DETERMINE THE
                             GUARANTEE PERIOD AND FACE AMOUNT.
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MFP87                               - 25 -                              SPECIMEN
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 GRACE PERIOD                After the end of the Guaranteed Period, we will terminate this policy on any policy
                             processing date if the cash surrender value on such policy processing date is negative.  This
                             negative cash surrender value will be considered as an overdue charge as of such policy
                             processing date.  We will not terminate this policy due to a negative cash surrender value
                             until the end of the grace period.

                             The grace period will end 61 days after we mail a notice that we may terminate this policy
                             because of insufficient cash surrender value.  To avoid termination, the owner must pay us at
                             least the GRACE AMOUNT shown in Policy Schedule 2.  This amount will be specified on the
                             notice we send.  If you die during the grace period, we will pay the beneficiary the
                             insurance benefits as described in PROCEEDS PAYABLE TO THE BENEFICIARY.
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MFP87                               - 26 -                              SPECIMEN
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 HOW TO REINSTATE THIS       If we have terminated this policy at the end of the grace period, the owner may reinstate it
 POLICY                      while you are alive if:

                                  -     The owner asks for reinstatement within three (3) years after the end of the grace
                                        period;
                                  -     We receive satisfactory evidence of your insurability; and
                                  -     The owner pays us at least the REINSTATEMENT PREMIUM shown in Policy Schedule 2.

                             The effective date of the reinstated policy will be the policy processing date on or next
                             following the date we approve your reinstatement application.
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MFP87                               - 27 -                              SPECIMEN

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                             HOW VARIABLE LIFE INSURANCE WORKS

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 THE SEPARATE ACCOUNT        The variable life insurance benefits under this policy are provided through investments we
                             make in the separate account designated in Policy Schedule 6.  This account is kept separate
                             from our general account and any other separate accounts we may have.  It is used to support
                             variable life insurance policies and may be used for other purposes permitted by applicable
                             laws and regulations.  We own the assets in the separate account.  Assets equal to the
                             reserves and other liabilities of the account won't be charged with liabilities that arise
                             from any other business we conduct.  But we may transfer to our general account assets which
                             exceed the reserves and other liabilities of the separate account.

                             The separate account will invest in mutual funds, unit investment trusts and other investment
                             portfolios which we determine to be suitable for this policy's purposes.  The separate
                             account is treated as a unit investment trust under Federal securities laws.  It is
                             registered with the Securities and Exchange Commission (SEC) under the Investment Company Act
                             of 1940.  The separate account is also governed by state laws as designated in Policy
                             Schedule 6.

                             Income, realized and unrealized gains or losses from assets in the separate account are
                             credited to or charged against the account without regard to other income, gains or losses in
                             our other investment accounts.

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 INVESTMENT DIVISIONS        The separate account is divided into investment divisions.  Each investment division invests
                             in a designated investment portfolio.  The divisions and the investment portfolio's in which
                             they invest are described in the prospectus.  Some of the portfolios designated may be
                             managed by a separate investment adviser.  Such adviser is registered under the Investment
                             Advisers Act of 1940.

                             Each investment division will be valued at the end of each valuation period.  A valuation
                             period is each business day together with any non-business days before it.  A business day
                             for a division is any day the New York Stock Exchange (NYSE) is open for trading, or any day
                             in which the SEC requires that the mutual funds, unit investment trusts or other investment
                             portfolios be valued.

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 CHANGES WITHIN THE          We may from time to time make additional investment divisions available.  These divisions
 SEPARATE ACCOUNT            will invest in investment portfolios we find suitable for this policy.  We also have the
                             right to eliminate investment divisions from the separate account, to combine two or more
                             investment divisions, or to substitute a new portfolio for the portfolio in which an
                             investment division invests.  A substitution may become necessary if, in our judgment, a
                             portfolio no longer suits the purposes of this policy.  This may happen due to a change in
                             laws or regulations, or a change in a portfolio's investment objectives or restrictions, or
                             because the portfolio is no longer available for investment, or for some other reason.  We
                             would get prior approval from the insurance department of our state of domicile before making
                             such a substitution.  We would also get prior approval from the SEC and any other required
                             approvals before making such a substitution.

                             Subject to any required regulatory approvals, we reserve the right to transfer assets of the
                             separate account or of an investment division, which we determine to be associated with the
                             class of policies to which this policy belongs, to another separate account or investment
                             division.

                             When permitted by law, we reserve the right to:

                                  -     deregister the separate account under the Investment Company Act of 1940;
                                  -     operate the separate account as a management company under the Investment Company
                                        Act of 1940;
                                  -     restrict or eliminate any voting rights of policyowners, or other persons who have
                                        voting rights as to the separate account; and
                                  -     combine the separate account with other separate accounts.
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 TOTAL INVESTMENT BASE       The TOTAL INVESTMENT BASE is the amount that this policy provides for investment at any time.
                             It is the sum of the investment base in each of the investment divisions.  The owner selects
                             the divisions to which to allocate the total investment base.  The maximum number of
                             divisions to which the total investment base may be allocated at any one time is shown in
                             Policy Schedule 2.
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MFP87                               - 29 -                              SPECIMEN
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<TABLE>
 <S>                         <C>
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 INVESTMENT BASE IN EACH     ON THE POLICY DATE
 INVESTMENT DIVISION         On the policy date, the total investment base is allocated among the divisions as shown in
                             Policy Schedule 1.

                             ON EACH SUBSEQUENT BUSINESS DAY
                             On each subsequent business day, the investment base in each division is an amount calculated
                             as follows:
                             (1)  We take the investment base in the division on the preceding valuation period.
                             (2)  We multiply (1) by the division's net rate of return for the current valuation period.
                             (3)  We add (1) and (2).
                             (4)  We add to (3) any premiums allocated to the division during the current valuation period
                                  less any premium loading deducted before allocation as shown in Policy Schedule 3.
                             (5)  We add to (4) any loan repayments received and subtract from (4) any borrowed amounts
                                  which are allocated to the division during the current valuation period.
                             (6)  If the business day is policy processing date, we subtract from (5) the amounts
                                  allocated to that division for:
                                              (a)      mortality cost;
                                              (b)      administrative fees;
                                              (c)      any other fees we describe in Policy Schedule 3; and
                                              (d)      any rider charges deducted from the investment base.
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 INVESTMENT BASE IN EACH          If a policy processing date is on a policy anniversary, we also subtract:
 INVESTMENT DIVISION                          (e)      any annual recovery of deferred policy loading; and
 (CONTINUED)                                  (f)      any net loan cost.
                                  All amounts in (6) will be allocated to each division in the proportion that (3) bears
                                  to the total investment base.
                             (7)  If the charges in (6) exceed the amount in (5), we will first calculate the cash
                                  surrender value to determine the amount of any overdue charges and then set the
                                  investment base in each division to zero.
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 FIXED BASE                  The FIXED BASE on the policy date of this policy equals this policy's cash surrender value.
                             Thereafter, the fixed base is calculated in the same manner as the cash surrender value
                             except that all calculations will be based on the guaranteed Maximum cost of insurance rates
                             shown in Policy Schedule 5 and the interest rate used in our computations shown in Policy
                             Schedule 2.  The fixed base calculation does not reflect policy loans and repayments.
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<TABLE>
 <S>                         <C>
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 CHARGES DEDUCTED FROM       MORTALITY COST
 INVESTMENT BASE ON EACH
 POLICY PROCESSING DATE      We will determine the mortality cost on each policy processing date after the policy date as
 AFTER THE POLICY DATE       follows:

                             (1)  We determine the policy's net amount at risk as of the previous policy processing date,
                                  which is equal to:
                                    (a)       the death benefit as of such previous policy processing date, less
                                    (b)       the cash surrender value as of such previous policy processing date.
                             (2)    We adjust (1) for interest at the rate used in our computations which is shown in
                                    Policy Schedule 2 to reflect that:
                                    (a)       we assume claims are paid immediately upon the death of the insured, and
                                    (b)       we deduct the mortality cost at the end of a policy processing period.
                             (3)    We divide (2) by $1,000.
                             (4)    We determine the current cost of insurance rate per $1,000 based on the insured's sex,
                                    attained age, underwriting class and the value of (3) above.
                             If your underwriting class changes as a result of a change in face amount requested by the
                             owner or an additional premium payment, we will determine the current cost of insurance rate
                             per $1,000 separately for increases in death benefit after the effective date of such
                             increase.
                             (5)    We multiply (3) by (4).
                             In no event will (5) be greater than the amount determined by substituting the fixed base as
                             of the previous policy processing date for the amount of cash surrender value in (I)(b) above
                             and the guaranteed maximum cost of insurance rate per $1,000 for the current cost of
                             insurance rate per $1,000 in (4).

                             We may change the current cost of insurance rates per $1,000 from time to time.  Any change
                             in the current rates will be as described in CHANGES IN POLICY COST FACTORS.  They will never
                             be more than the guaranteed maximum cost of insurance rates per $1,000 shown in Policy
                             Schedule 5.

                             OTHER DEDUCTIONS
                             Administrative and other fees and the annual recovery of deferred policy loading are shown in
                             Policy Schedule 3.  The annual recovery of deferred policy loading will be increased if
                             additional premiums are paid.  See ADDITIONAL PREMIUMS.  The net loan cost is described in
                             the POLICY LOANS provision.  The cost of any benefits from riders is shown in Policy Schedule
                             3.
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 ALLOCATION OF ADDITIONAL    As of the date we receive and accept an additional premium payment, the increase in the total
 PREMIUMS                    investment base will be allocated among the investment divisions in accordance with
                             instructions from the owner.  If no such instructions are received by us, allocation will be
                             among the investment divisions in proportion to the investment base in each division as of
                             the date we receive and accept the premium.
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<TABLE>
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 OWNER'S RIGHT TO CHANGE     The owner can change the allocation of the total investment base among the investment
 ALLOCATION OF TOTAL         divisions.  The number of changes each year that we will allow is shown in Policy Schedule 2.
 INVESTMENT BASE             To make a change, the owner must provide us with satisfactory notice at our Service Center.
                             The change will take effect when we receive the notice.  Our calculations will reflect the
                             change.
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 WHAT HAPPENS ON THE         If part of the total investment base is allocated to an investment division that has a
 MATURITY DATE OF AN         maturity date, then, unless otherwise specified by the owner, the amounts in that division as
 INVESTMENT DIVISION         of the maturity date will be allocated to the investment division designated for that purpose
                             in Policy Schedule 2.
                             We will notify the owner 30 days in advance of the maturity date.  To elect an allocation to
                             other than the division designated in Policy Schedule 2, the owner must provide satisfactory
                             notice to us at least 7 days prior to the maturity date.  The allocation on a maturity date
                             will not be considered a change in the allocation of the investment base for purposes of the
                             number of changes permitted.
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MFP87                               - 32 -                              SPECIMEN
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<TABLE>
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 MEASUREMENT OF              The investment experience of an investment division is determined at the end of each
 INVESTMENT EXPERIENCE       division's valuation period.

                             INDEX OF INVESTMENT EXPERIENCE
                             We use an index to measure changes in each investment division's experience during a
                             valuation period.  We set the index at $10 when the first investments in that division were
                             made.  The index for a current valuation period equals the index for the preceding valuation
                             period multiplied by the experience factor for the current period.

                             HOW WE DETERMINE THE EXPERIENCE FACTOR
                             The experience factor for an investment division's valuation period reflects the investment
                             experience of the portfolio in which the division invests as well as the charges assessed
                             against the division.  The factor is calculated as follows:

                             (1)    We take the net asset value as of the end of the current valuation period of the
                                    portfolio in which the division invests.

                             (2)    We add to (1) the amount of any dividend or capital gains distribution declared during
                                    the current valuation period for the investment portfolio.  We subtract from that
                                    amount a charge for our taxes, if any.

                             (3)    We divide (2) by the net asset value of the portfolio at the end of the preceding
                                    valuation period.

                             (4)    We subtract the daily Asset Charge shown in Policy Schedule 3 for each day in the
                                    valuation period.  This charge is to cover expense, mortality and minimum death
                                    benefit guarantee risks that we are assuming.  (5) For any divisions investing in unit
                                    investment trusts only, we subtract an additional charge equal to the daily Trust
                                    Charge shown in Policy Schedule 3 for each day in the valuation period.  This charge
                                    is to cover the actual costs incurred in the purchase or sale of units of the trusts.

                             Calculations for divisions investing in the mutual fund portfolios are made on a per share
                             basis.  Calculations for divisions investing in unit investment trusts are on a per unit
                             basis.
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 NET RATE OF RETURN FOR      Here's how we find an investment division's net rate of return for a valuation period:
 AN INVESTMENT DIVISION
                             (1)    We determine the change in the division's index from the preceding valuation period to
                                    the current valuation period;
                             (2)    We divide this by the index for the preceding valuation period.

                             We follow a consistent method for longer periods of time.
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MFP87                               - 33 -                              SPECIMEN
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<TABLE>
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                             POLICY BENEFITS FOR THE OWNER

                             There are important rights and benefits that are available to the owner of this policy during
                             your lifetime.  We discuss some of these rights and benefits in this section.
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 CASH VALUE BENEFITS         CASH SURRENDER VALUE
                             The cash surrender value is determined as follows:

                             ON THE POLICY DATE
                             The cash surrender value equals the total investment base plus any policy debt less the
                             deferred policy loading for the first policy year.

                             ON EACH SUBSEQUENT POLICY PROCESSING DATE
                             On each subsequent policy processing date, the cash surrender value is calculated as follows:
                             (1)    We take the total investment base.
                             (2)    We add to (1) any policy debt as of such date.
                             (3)    We subtract from (2) the following amounts:
                                    (a)       the deferred policy loading for the current policy year;
                                    (b)       any first year administrative fee that would otherwise be deducted; and
                                    (c)       if a policy processing date is other than a policy anniversary, any pro-rata
                                              net loan cost since the last policy anniversary (or since the policy date if
                                              during the first policy year).

                             ON A DATE DURING A POLICY PROCESSING PERIOD
                             On a date during a policy processing period, the cash surrender value is calculated as
                             follows:
                             (1)    We take the total investment base.
                             (2)    We add to (1) any policy debt as of such date.
                             (3)    We subtract from (2) the following amounts:
                                    (a)       the deferred policy loading for the current policy year;
                                    (b)       any first year administrative fee that would otherwise be deducted;
                                    (c)       the pro-rata mortality cost since the last policy processing date;
                                    (d)       any other fees which would otherwise be deducted on the next policy
                                              processing date; and
                                    (e)       any pro-rata net loan cost since the last policy anniversary (or since the
                                              policy date if during the first policy year).
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 CASH VALUE BENEFITS         SURRENDERING TO RECEIVE THE NET CASH SURRENDER VALUE
 (CONTINUED)                 The owner can surrender this policy at any time and receive its net cash surrender value.
                             The net cash surrender value may be paid in cash or under one or more income plans.  See
                             CHOOSING AN INCOME PLAN.  The NET CASH SURRENDER VALUE is the cash surrender value minus any
                             policy debt.  To surrender this policy, the owner must return it to our Service Center with a
                             signed request for surrender in a form satisfactory to us.  The surrender will take effect on
                             the date this policy and the request are sent to us.  The net cash surrender value will vary
                             daily.  We will determine the net cash surrender value as of the date we receive this policy
                             and the signed request at our Service Center.  We'll usually pay the net cash surrender value
                             within 7 days.  But we may delay payment when we are not able to determine the amount
                             because:

                                    -         the NYSE is closed for trading;
                                    -         the SEC determines that a state of emergency exists; or
                                    -         an order of the SEC permits a delay for the protection of policyowners.
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<TABLE>
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 POLICY LOANS                The owner may borrow money from us.  This policy will be the only security we require for the
                             loan.  A loan may be taken any time this policy is in effect.  The owner may repay all or
                             part of the loan at any time while you are living.

                             LOAN VALUE
                             The loan value is shown in Policy Schedule 2.  The amount of the loan may not exceed the loan
                             value.  Any existing policy debt will be deducted from a new loan.  The minimum permissible
                             amount of any loan and repayment are shown in Policy Schedule 2.

                             INTEREST
                             The loan interest rate is shown in Policy Schedule 2.  Interest accrues (builds up) each day.
                             Interest payments are due at the end of each policy year.  If interest isn't paid when due,
                             it will be added to the amount of the loan.  The sum of all outstanding loans plus accrued
                             interest is called the policy debt.

                             If the policy debt exceeds the larger of the cash surrender value and the fixed base, we will
                             terminate this policy.  We will not do this, however, until 61 days after we mail notice of
                             our intent to terminate.  We'll notify, at their last known addresses, the owner and anyone
                             who holds this policy as collateral.

                             EFFECT OF A LOAN
                             A loan will be transferred out of the separate account and into our general account and a
                             repayment will be transferred into the separate account.  A policy loan reduces the total
                             investment base while repayment of a loan will cause an increase in the total investment
                             base.  Loans and repayments will be allocated among the investment divisions in accordance
                             with instructions given by the owner.  The owner may change that allocation by sending
                             satisfactory notice to us.  If no such instructions are on record, the loan or repayment will
                             be allocated in proportion to the investment base in each division as of the date of the loan
                             or repayment.

                             A loan, whether or not repaid, will have a permanent effect on the cash surrender values and
                             may have a permanent effect on the death benefits.  See How Variable Life Insurance Work.  If
                             not repaid, the policy debt will reduce the amount of death benefit proceeds and cash value
                             benefits.
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<TABLE>
 <S>                         <C>
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 POLICY LOANS                NET LOAN COST
 (CONTINUED)                 The net loan cost will be calculated as follows:
                             (1)    We determine the policy debt as of the previous policy anniversary.
                             (2)    We multiply (1) by the loan charge shown in Policy Schedule 3.

                             Loans and repayments during a policy year will affect our calculations.

                             WHEN WE WILL MAKE THE LOAN
                             We'll usually loan the money within 7 days after we receive a request satisfactory to us.
                             But we may delay making the loan when we are not able to determine the loan value because:
                             the NYSE is closed for trading;
                                    -         the SEC determines that a state of emergency exists; or
                                    -         an order of the SEC permits a delay for the protection of policyowners.
                             If the loan is to be used to pay premiums on another variable life insurance policy offered
                             by us, we'll make the loan immediately.
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 Assignment - Using This     The owner can assign this policy as collateral security for a loan or other obligation.  This
 Policy as Collateral        does not change the ownership.  But the owner's rights and any beneficiary's rights are
 Security                    subject to the terms of the assignment.  To make or release an assignment, we must receive
                             written notice, satisfactory to us, at our Service Center.  We're not responsible for the
                             validity of any assignment.
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<TABLE>
 <S>                         <C>
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 Right to Exchange for       The owner may exchange this policy for a policy with benefits that do not vary with the
 Fixed Life Insurance        investment results of a separate account.  The exchange must be elected within 18 months from
                             the date of issue.  No evidence of insurability will be required.

                             We'll issue the new policy on your life after we receive:
                                    -         a proper written request; and
                                    -         this policy.

                             OTHER FACTS ABOUT THE NEW POLICY
                             The new policy's owner and beneficiary will be the same as those of this policy as of the
                             date of the exchange.  The new policy will have the same issue age, issue date, face amount,
                             cash surrender value, underwriting class and benefit riders as this policy.  Any policy debt
                             under this policy will be carried over to the new policy.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 38 -                              SPECIMEN
<PAGE>   39

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             INSURANCE BENEFITS

- -----------------------------------------------------------------------------------------------------------------------------------
 VARIABLE INSURANCE          The Variable Insurance Amount on the policy date equals the cash surrender value as of such
 AMOUNT                      date multiplied by the net single premium factor for your issue age.  Thereafter, the
                             variable insurance amount will vary daily based on the investment results and any premium
                             payments made.  The variable insurance amount will be determined as of each date as follows:
                             (1)    We determine the cash surrender value of this policy as of such date.
                             (2)    We multiply (1) by the net single premium factor as of such date.
                             In no event will the variable insurance amount be less than that required to keep this policy
                             qualified as life insurance under the federal income tax laws.  The table of net single
                             premium factors is shown in policy schedule 4.

- -----------------------------------------------------------------------------------------------------------------------------------
 CHANGE THE FACE AMOUNT      After the end of the first policy year, the owner may change the face amount of this policy
                             subject to the restrictions shown in Policy Schedule 2.  To request a change in face amount,
                             the owner must provide satisfactory notice to us.  The EFFECTIVE DATE OF CHANGE will be the
                             next policy processing date provided we receive the notice at our Service Center at least 7
                             days before such policy processing date.  As of the effective date of change, the guaranteed
                             benefits will change.  See HOW WE DETERMINE THE GUARANTEE PERIOD AND FACE AMOUNT.

                             INCREASING THE FACE AMOUNT
                             Satisfactory evidence of insurability may be required before we will increase the face amount
                             of this policy.  The maximum increase in face amount is that which results in the minimum
                             Guarantee Period for which we would then issue this policy based on your attained age.

                             DECREASING THE FACE AMOUNT
                             We will not allow a decrease in the face amount below the minimum face amount for which we
                             would then issue this policy based on your attained age.  Nor will we allow a decrease in the
                             face amount below the amount required to keep this policy qualified as life insurance under
                             Federal income tax laws.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 39 -                              SPECIMEN
<PAGE>   40


<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 HOW WE DETERMINE THE        ON THE POLICY DATE
 GUARANTEE PERIOD AND        The initial Guarantee Period and initial face amount on the policy date are shown in Policy
 FACE AMOUNT                 Schedule 2.  The Guarantee Period and face amount are not affected by investment results nor
                             the allocation of the total investment base among the investment divisions.  They will change
                             as described below as a result of any additional premiums or any change in face amount
                             requested by the owner.

                             WHEN AN ADDITIONAL PREMIUM IS PAID
                             The guaranteed benefits will increase as follows:
                             (1)    We take the immediate increase in cash surrender value resulting from the additional
                                    premium.
                             (2)    We add to (1) interest at the rate used in our computations shown in Policy Schedule 2
                                    for the period from the date we receive and accept the additional premium to the
                                    policy processing date on or next following such date.  This is the GUARANTEE
                                    ADJUSTMENT AMOUNT.
                             (3)    If the Guarantee Period prior to payment is less than for life:
                                    The total of the guarantee adjustment amount and the fixed base will be used to
                                    calculate a new Guarantee Period.  Any part of such total in excess of the amount
                                    required to increase the Guarantee Period to the whole of life will be applied as in
                                    (4) below.
                             (4)    If the Guarantee Period is for life:
                                    The guarantee adjustment amount or excess amount from (3) above will be applied as a
                                    net single premium for the whole of life to increase the face amount of this policy.

                             When a Change in Face Amount is Requested
                             As of the effective date of change, we will redetermine the Guarantee Period as follows:

                             (1)    We take the fixed base as of such date.
                             (2)    Based on the attained age of the insured, the new face amount of this policy and the
                                    amount in (1), we will redetermine the Guarantee Period.

                                    Our computations are based on the interest rate shown in Policy Schedule 2 and the
                                    guaranteed maximum cost of insurance rates shown in Policy Schedule 5.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 40 -                              SPECIMEN
<PAGE>   41

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 PROCEEDS PAYABLE TO THE     We will pay the death benefit proceeds to the beneficiary upon your death.  The proceeds may
 BENEFICIARY                 be paid in cash or under one or more income plans.  See CHOOSING AN INCOME PLAN.

                             DEATH BENEFIT PROCEEDS
                             Death benefit proceeds are determined as follows:
                             (1)    We determine this policy's death benefit, which is the larger of the face amount and
                                    the Variable Insurance Amount.
                             (2)    We subtract from (1) any policy debt.
                             (3)    We add to (2) any amounts due from riders.

                             The values above will be those as of your date of death.  If you die during the grace period,
                             we will pay the beneficiary the death benefit proceeds in effect immediately prior to the
                             grace period reduced by any overdue charges.  The death benefit will never be less than that
                             required to keep this policy qualified as life insurance under the Federal income tax laws.

                             HOW TO CLAIM DEATH BENEFIT PROCEEDS

                             The beneficiary should contact our Service Center for instructions.  We'll usually pay the
                             proceeds within 7 days after we receive proof of your death, and any other requirements.  We
                             may delay payment of all or part of the death benefit if we have not been able to determine
                             this policy's cash surrender value as of the date of death because:

                                    -         the NYSE is closed for trading;
                                    -         the SEC determines that a state of emergency exists; or
                                    -         an order of the SEC permits a delay for the protection of policyowners.

                             If a delay is necessary and death occurs prior to the end of the Guarantee Period, we may
                             delay payment of any excess of the death benefit over the face amount.  After the Guarantee
                             Period we may delay payment of the entire death benefit.  We will add interest to the death
                             benefit proceeds at an annual rate of at least 4% from the date of death to the date of
                             payment.  Interest added to death benefit proceeds will not be less than that required by any
                             applicable law.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 41 -                              SPECIMEN
<PAGE>   42

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             CHOOSING AN INCOME PLAN

                             The owner may choose one or more income plans for the payment of death benefit proceeds
                             during your lifetime.  If, at the time of your death, no plan has been chosen for paying
                             death benefit proceeds, the beneficiary may choose a plan within one year.  The owner may
                             also elect an income plan on surrender of the policy for its net cash surrender value.  For
                             each plan we'll issue a separate written agreement putting the plan into effect.

                             Our approval is needed for any plan where:

                                    -         the person named to receive payment is other than the owner or beneficiary;
                                              or
                                    -         the person named is not a natural person, such as a corporation; or
                                    -         any income payment would be less than $100.

- -----------------------------------------------------------------------------------------------------------------------------------
 THE INCOME PLANS            There are six income plans to choose from.  They are:
                             PLAN 1.  INCOME FOR A FIXED PERIOD
                             Payment is made in equal installments for a fixed number of years.  We guarantee each monthly
                             payment will be at least the amount shown in the following table.  Values for annual,
                             semi-annual or quarterly payments are available on request.

                                                           TABLE FOR INCOME FOR A FIXED PERIOD
                                                           (Payments for Each $1,000 Applied)

                             Fixed Period     Monthly     Fixed Period     Monthly
                               Of Years       Income        Of Years       Income 
                             ------------     -------     ------------     -------

                                  1           $84.47           16           $6.53
                                  2            42.86           17            6.23
                                  3            28.99           18            5.96
                                  4            22.06           19            5.73
                                  5            17.91           20            5.51
                                  6            15.14           21            5.32
                                  7            13.16           22            5.15
                                  8            11.68           23            4.99
                                  9            10.53           24            4.84
                                  10            9.61           25            4.71
                                  11            8.86           26            4.59
                                  12            8.24           27            4.47
                                  13            7.71           28            4.37
                                  14            7.26           29            4.27
                                  15            6.87           30            4.18
</TABLE>


MFP87                               - 42 -                              SPECIMEN
<PAGE>   43

<TABLE>
<S>                          <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             PLAN 2.  INCOME FOR LIFE

                             Payment is made to the person named in equal monthly installments and guaranteed for at least
                             a period certain.  The period certain can be 10 or 20 years.  Other periods certain are
                             available on request.  A refund certain may be chosen instead.  Under this arrangement,
                             income is guaranteed until payments equal the amount applied.  If the person named lives
                             beyond the guaranteed payments, payments continue until his or her death.

                             We guarantee each payment will be at least the amount shown in the following table.  By age
                             we mean the named person's age on his or her birthday nearest the plan's effective date.
                             Amounts for ages not shown are available on request.
</TABLE>

<TABLE>
<CAPTION>
                                                               Tables for Income for Life
                                                       (Monthly Payments for Each $1,000 Applied)


                                                                    Payment to a Male

                                   Age            10 Years Certain            20 Years Certain           Refund Certain
                             <S>                     <C>            <C>                           <C>
                             0-10                       $3.24                      $3.23                     $3.22
                             15                          3.32                       3.31                      3.30
                             20                          3.41                       3.40                      3.39
                             25                          3.52                       3.51                      3.50
                             30                          3.66                       3.64                      3.63
                             35                          3.84                       3.81                      3.79
                             40                          4.07                       4.00                      3.99
                             45                          4.36                       4.23                      4.24
                             50                          4.71                       4.50                      4.54
                             55                          5.14                       4.79                      4.92
                             60                          5.68                       5.10                      5.39
                             65                          6.35                       5.38                      6.01
                             70                          7.17                       5.60                      6.83
                             75                          8.07                       5.72                      7.94
                             80                          8.93                       5.75                      9.48
                             85&over                     9.54                       5.75                      ----

                                                                    Payments to a Female

</TABLE>


MFP87                               - 43 -                              SPECIMEN
<PAGE>   44

<TABLE>
<CAPTION>
                                   Age            10 Years Certain            20 Years Certain           Refund Certain
                             <S>                        <C>                        <C>                       <C>
                             0-10                       $3.17                      $3.16                     $3.15
                             15                          3.23                       3.22                      3.21
                             20                          3.30                       3.29                      3.28
                             25                          3.39                       3.38                      3.37
                             30                          3.50                       3.49                      3.48
                             35                          3.64                       3.62                      3.61
                             40                          3.81                       3.78                      3.77
                             45                          4.04                       3.99                      3.98
                             50                          4.33                       4.23                      4.24
                             55                          4.70                       4.53                      4.57
                             60                          5.17                       4.87                      4.99
                             65                          5.80                       5.22                      5.55
                             70                          6.63                       5.51                      6.32
                             75                          7.64                       5.68                      7.39
                             80                          8.64                       5.74                      8.85
                             85&over                     9.33                       5.75                      ----
</TABLE>

<TABLE>
<S>                          <C>
                             PLAN 3.  INTEREST PAYMENT

                             Amounts can be deft with us to earn interest at an annual rate of at least 3%.  Interest
                             payments can be made annually, semi-annually, quarterly or monthly.

                             PLAN 4.  INCOME OF A FIXED AMOUNT

                             Payments of an agreed fixed amount are made annually, semi-annually, quarterly or monthly.
                             The fixed amount per year must be at least $60 for each $1,000 of the amount applied.  The
                             amount applied will earn interest at an annual rate of at least 31%,.  Payments will continue
                             until the amount applied and interest are fully paid.

                             PLAN 5.  JOINT LIFE INCOME

                             This plan is available if there arc two persons named to receive payments.  At least one of
                             the persons named must be either the owner or beneficiary of this policy.  Monthly payments
                             arc made as long as at least one of the named persons is living.  We guarantee the payments
                             will be at least the amount shown in the following table while both named persons arc alive.
                             When one dies, we guarantee to continue paying the other at least two-thirds of the amount
                             shown.  By age we mean the named person's age on his or her birthday nearest the plan's
                             effective date.  Amounts for two males, two females, or for ages not shown in the table below
                             are available on request.
</TABLE>

<TABLE>
<CAPTION>
                                                            TABLE OF JOINT LIFE INCOME
                                                     (Monthly Payments for Each $1,000 Applied)
                                                                      FEMALE AGE

                             <S>              <C>       <C>         <C>       <C>        <C>        <C>
                                                          55          60        65         70         75  
                                                 ---------------------------------------------------------
                                              50        $4.55       $4.76     $4.99      $5.26      $5.56
                                              55         4.75        4.99      5.27       5.59       5.95
                                              60         4.96        5.25      5.59       5.98       6.42
                             MALE AGE         65         5.18        5.53      5.94       6.43       6.99
                                              70         5.43        5.84      6.33       6.94       7.66
                                              75         5.69        6.16      6.73       7.49       8.41
</TABLE>


MFP87                               - 44 -                              SPECIMEN
<PAGE>   45


<TABLE>
 <S>                         <C>
                             PLAN 6.  ANNUAL PLAN
                             An amount can be used to buy any single premium annuity we offer on the plan's effective
                             date.  However, the annuity can be bought at a rate 3% less than the rate new applicants pay.
                             Annuities combine features of guaranteed income and payment similar to plans 2 and 5.
- -----------------------------------------------------------------------------------------------------------------------------------
 Payments When Named         When the person named to receive payments dies, we will pay any amounts still due as provided
 Person Dies                 by the plan agreement.  The amounts still due are determined as follows:
                                    -         For plans 1, 2, or 4, any remaining guaranteed payments will be continued.
                                              Under plan 4, any unpaid proceeds with any accrued interest may be paid in a
                                              single sum.  Under plans I and 2, the discounted values of the remaining
                                              guaranteed payments may be paid in a single sum.  This means we deduct the
                                              amount of the interest each remaining guaranteed payment would have earned
                                              had it not been paid out early.  The discount interest rate is 3% for plan I
                                              and 3 1/2% for plan 2.  But we will use the interest rate we used to
                                              calculate the payment for plans I and 2, if they were not based on the table
                                              in this policy.
                                    -         For plan 3, we'll pay the amount left with us and any accrued interest.
                                    -         For plan 5, no amounts are payable after both named persons have died.
                                    -         For plan 6, the annuity agreement will state the amount due, if any.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



MFP87                               - 45 -                              SPECIMEN
<PAGE>   46

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                             OTHER IMPORTANT INFORMATION

- -----------------------------------------------------------------------------------------------------------------------------------
 LIMITS ON OUR CONTESTING    We rely on the statements made in the applications.  Legally, they are considered
 THIS POLICY                 representations, not warranties.  We can contest the validity of this policy if any material
                             misstatements are made in the initial application, a copy of which is attached.  We can also
                             contest the validity of any change in face amount requested by the owner if any material
                             misstatements are made in any application required for that change.  We can also contest any
                             amount of death benefit which would not be payable except for the fact that an additional
                             premium was paid if any material misstatements are made in any application required with the
                             premium.

                             We won't contest the validity of this policy after this policy has been in effect during your
                             lifetime for two years from the date of issue.  We won't contest any change in face amount
                             requested by the owner after the change has been in effect during your lifetime for two years
                             from the effective date of such change.  Nor will we contest any amount of death benefit
                             attributable to an additional premium after it has been in effect during your lifetime for
                             two years from the date we receive and accept such premium.

                             If this policy is reinstated, this provision will be measured from the effective date of the
                             reinstated policy.
- -----------------------------------------------------------------------------------------------------------------------------------
 QUARTERLY REPORT            We will send the owner a report four (4) times a policy year within 31 days after the end of
                             each policy quarter.  The report will show the death benefit, cash surrender value and policy
                             debt as of the end of the policy quarter.  The report will also show the allocation of the
                             total investment base as of such date and the amounts deducted from or added to the total
                             investment base since the last quarterly report The report will also include any other
                             information that may be currently required by the insurance supervisory official of the
                             jurisdiction in which this policy is delivered.
- -----------------------------------------------------------------------------------------------------------------------------------
 CHANGING THIS POLICY        This policy or any benefit riders may be changed to another plan of insurance according to
                             our rules at the time of the change.
- -----------------------------------------------------------------------------------------------------------------------------------
 POLICY CHANGES -            For you and the owner to receive the tax treatment accorded to life insurance under Federal
 APPLICABLE TAX LAW          law, this policy must qualify initially and continue to qualify as life insurance under the
                             Internal Revenue Code or successor law.  Therefore, to maintain this qualification to the
                             maximum extent permitted by law, we have reserved in this policy the right to return any
                             premium payments that would cause this policy to fail to qualify as life insurance under
                             applicable tax law as interpreted by us.  Further, we reserve the right to make changes in
                             this policy or its riders or to make distributions from the policy to the extent we deem it
                             necessary to continue to qualify this policy as life insurance.  Any such changes will apply
                             uniformly to all policies that are affected.  The owner will be given advance written notice
                             of such changes.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 46 -                              SPECIMEN
<PAGE>   47


<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 ERROR IN AGE OR SEX         If an age or sex as stated in the application is wrong, it could mean the face amount or any
                             other policy benefit is wrong.  Therefore, amounts payable under this policy or its riders
                             will be what the premiums paid would have bought for the Guarantee Period at the true age or
                             sex.
- -----------------------------------------------------------------------------------------------------------------------------------
 SUICIDE                     If you commit suicide within two years from the date of issue, while sane or insane, the
                             death benefit will be limited to the amount of the premiums paid.

                             If you commit suicide, while sane or insane, within two years of the effective date of any
                             increase in face amount requested by the owner, any amount of death benefit which would not
                             be payable except for the fact that the face amount was increased will be limited to the
                             amount of mortality cost deductions made for such increase.

                             If you commit suicide, while sane or insane, within two years of any date we receive and
                             accept an additional premium, any amount of death benefit which would not be payable except
                             for the fact that the additional premium was paid will be limited to the amount of such
                             payment.

                             The death benefit we will pay will be reduced by any policy debt.
- -----------------------------------------------------------------------------------------------------------------------------------
 CLAIMS OF CREDITORS         The proceeds of this policy will be free from creditors' claims to the extent allowed by law.

- -----------------------------------------------------------------------------------------------------------------------------------
 NON-PARTICIPATING           This policy does not participate in the divisible surplus of Merrill Lynch.

- -----------------------------------------------------------------------------------------------------------------------------------
 AUTHORITY TO MAKE           All agreements made by us must be signed by our president or a vice president and by our
 AGREEMENTS                  secretary or an assistant secretary.  No other person, including an insurance agent or
                             broker, can:
                                    -         change any of this policy's terms;
                                    -         extend the time for paying premiums; or
                                    -         make any agreement binding on us.
- -----------------------------------------------------------------------------------------------------------------------------------
 CHANGES IN POLICY COST      Changes in policy cost factors (expense charges, current cost of insurance rates, loan
 FACTORS                     charges) will be by class and based upon changes in future expectations for such elements as:
                             mortality, persistency, expenses and taxes.  Any change in policy cost factors will be
                             determined in accordance with procedures and standards on file, if required, with the
                             insurance supervisory official of the jurisdiction in which this policy is delivered.
- -----------------------------------------------------------------------------------------------------------------------------------
 MATURITY DATE OF THIS       On the maturity date of this policy shown in Policy Schedule 2, we will pay the owner the net
 POLICY                      cash surrender value if the insured is then living.  The net cash surrender value may be paid
                             in cash or under one or more income plans.  See CHOOSING AN INCOME PLAN.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 47 -                              SPECIMEN
<PAGE>   48

<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 REQUIRED NOTE ON OUR        Our computations of reserves, cash surrender values, fixed base and the maximum mortality
 COMPUTATIONS                costs are based on the mortality table and interest at the rate shown in Policy Schedule 2.
                             In calculating the maximum mortality costs, we use the insured's attained age, sex and
                             underwriting class.  When making our computations, we assume that death claims are paid
                             immediately.  Mortality and expense risks of Merrill Lynch shall not adversely affect the
                             dollar amount of insurance benefits or cash surrender values.

                             We have filed a detailed statement of our computations with the insurance supervisor of the
                             state or jurisdiction where the policy is delivered.  All policy values equal or exceed those
                             required by the law of that state or jurisdiction.  Any benefit provided by an attached rider
                             will not increase these values unless stated in that rider.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 48 -                              SPECIMEN
<PAGE>   49





<TABLE>
 <S>                         <C>
- -----------------------------------------------------------------------------------------------------------------------------------
 FLEXIBLE PREMIUM            Variable life insurance payable upon death of insured. Death benefit subject to guaranteed
 VARIABLE LIFE INSURANCE     minimum during Guarantee Period.  Guaranteed minimum is policy's face amount. Flexible
 POLICY                      premiums.  Non-participating. Investment results reflected in policy benefits.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


MFP87                               - 49 -                              SPECIMEN

<PAGE>   1

                                                          Exhibit 1.A.(5)(a)(2)

[LOGO]  MERRILL LYNCH

Merrill Lynch Life Insurance Company
Home Office:  1000 Savers Federal Building, 320 West Capital Avenue, Little
Rock, Arkansas  72201
Variable Life Insurance Service Center:  P.O. Box 9025, Springfield, 
Massachusetts  
01102-9025
<TABLE>
<S>                               <C>                 <C>                           <C>
- -----------------------------------------------------------------------------------------------------------------------------------
INSURED NO. 1                     RICHARD ROE
INSURED NO. 2                     JANE ROE
NO. 1 ISSUE AGE/SEX               35 Male             NO. 2 ISSUE AGE/SEX:          35 Female
INITIAL PREMIUM                   $10,000.00          INITIAL FACE AMOUNT           $56,358
ISSUE DATE                        Nov. 30, 1990       POLICY NUMBER                 SPECIMEN
POLICY DATE                       Nov. 28, 1990       UNDERWRITING CLASS            Standard-Simplified

<CAPTION>
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE POLICY This
policy is a legal contract between its owner and us.  PLEASE READ IT CAREFULLY.
In this policy, the word you refers to both insureds shown in Policy Schedule 1
if both insureds are alive; otherwise to the last surviving insured.  We refers
to Merrill Lynch Life Insurance Company.

- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>
DEATH BENEFIT PROVIDED BY THIS        We will pay the death benefit proceeds to the beneficiary when we receive proof of
POLICY                                the death of the last surviving insured.

                                      At issue, the death benefit equals this policy's initial face amount.  Afterwards,
                                      the death benefit may increase or decrease on any day, depending on this policy's
                                      investment results but will never be less than this policy's face amount.  The
                                      duration for which the death benefit is in effect may vary with the investment
                                      results but will never be less than this policy's Guarantee Period.  For details on
                                      death benefit proceeds and the Guarantee Period see INSURANCE BENEFITS.

- -----------------------------------------------------------------------------------------------------------------------------------
CASH VALUE BENEFITS PROVIDED BY       During your lifetime while this policy is in effect, we provide cash value benefits
THIS POLICY                           and other important rights as described in this policy.

                                      The cash surrender value may increase or decrease on any day, depending on the
                                      investment results for this policy.  No minimum amount is guaranteed.  See POLICY
                                      BENEFITS FOR THE OWNER for information on cash surrender values.

- -----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT RESULTS FOR THIS           The owner can allocate this policy's total investment base among investment
POLICY                                divisions.  Each division invests in a designated investment portfolio.  Cash
                                      surrender values and death benefits may increase or decrease depending on the
                                      investment experience of the divisions, the allocation of the policy's investment
                                      base among the division and the timing and amount of all premiums.  See HOW
                                      VARIABLE LIFE INSURANCE WORKS for details.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   2



<TABLE>
<S>                                   <C>
RIGHT TO EXAMINE THIS POLICY          This policy may be returned on or before the end of the free look period.  That
                                      period ends 10 days after the owner receives this policy.  Mail or deliver this
                                      policy to us or to the agent who sold it.  The returned policy will be treated as
                                      if we never issued it.  We'll promptly return any premium paid.


                                      /s/  BARRY G. SKOLNICK        /s/  THOMAS H. PATRICK     
                                      ------------------------      ---------------------------
                                           Barry G. Skolnick             Thomas H. Patrick
                                           Secretary                     President
</TABLE>



MFPLS87                              - 2 -                              SPECIMEN
<PAGE>   3



- -------------------------------------------------------------------------------
<TABLE>
<S>                                   <C>
FLEXIBLE PREMIUM JOINT AND LAST       Variable life insurance payable upon death of the last surviving insured.  Death
SURVIVOR VARIABLE LIFE INSURANCE      benefit subject to guaranteed minimum during Guarantee Period.  Guaranteed minimum
POLICY                                is policy's face amount.  Flexible premiums.  Non-participating.  Investment
                                      results reflected in policy benefits.
</TABLE>


MFPLS87                              - 3 -                              SPECIMEN
<PAGE>   4



<TABLE>
         <S>                                                               <C>
         ------------------------------------------------------------------------------------

         POLICY CONTENTS                                            
         ------------------------------------------------------------------------------------

         POLICY SCHEDULES

              PREMIUMS                                                      Policy Schedule 1

              POLICY FACTS                                                                  2

              CHARGES AND FEES FOR THIS POLICY                                              3

              TABLE OF NET SINGLE PREMIUM FACTORS                                           4

              TABLE OF GUARANTEED MAXIMUM COST OF
              INSURANCE RATES                                                               5

              THE SEPARATE ACCOUNT                                                          6

         INTRODUCTION TO THIS POLICY                                                   Page 3

         PREMIUM PAYMENTS                                                                   4

         HOW VARIABLE LIFE INSURANCE WORKS                                                  6

         POLICY BENEFITS FOR THE OWNER                                                     10

         INSURANCE BENEFITS                                                                13

         CHOOSING AN INCOME PLAN                                                           15

         OTHER IMPORTANT INFORMATION                                                       18

         A copy of the application(s) and any additional benefit 
         riders and endorsements are at the back of this policy.
</TABLE>
<PAGE>   5





<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
POLICY SCHEDULES                      The Policy Schedules come right after this page.  They give specific facts about
                                      this policy and its coverage.  Please refer to them while reading this policy.
</TABLE>





MFPLS87                              - 5 -                            SPECIMEN

<PAGE>   6



<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      POLICY SCHEDULE 1

INSURED NO. 1                         RICHARD ROE
INSURED NO. 2                         JANE ROE
NO. 1 ISSUE AGE/SEX                   35 Male                   NO. 2 ISSUE AGE/SEX:               35 Female
INITIAL PREMIUM                       $2,000.00                 INITIAL FACE AMOUNT                $56,600.00
ISSUE DATE                            Nov. 30, 1990             POLICY NUMBER                      SPECIMEN
POLICY DATE                           Nov. 28, 1990             UNDERWRITING                       Standard
                                      CLASS                     Simplified

                                      POLICY FACTS                                                    

- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>
PREMIUM PAYMENTS                      Initial premium paid with application $2,000.00

                                      Planned periodic premiums of $2,000.00 have been elected.  They may be paid
                                      starting November 28, 1991 and annually thereafter through November 28, 1996.

- -----------------------------------------------------------------------------------------------------------------------------------

ALLOCATION INFORMATION                Allocation of total investment base on policy date:

                                                                                                 Total
                                                                                               Investment
                                      Division                                                    Base   
                                      --------                                                 ----------
                                      MONEY RESERVE         $2,000.00
                                      TOTAL                                                    $2,000.00
</TABLE>




MFPLS87                              - 6 -                              SPECIMEN

<PAGE>   7



<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      POLICY SCHEDULE 1

INSURED NO. 1                         RICHARD ROE
INSURED NO. 2                         JANE ROE
NO. 1 ISSUE AGE/SEX                   35 Male                   NO. 2 ISSUE AGE/SEX:               35 Female
INITIAL PREMIUM                       $10,000.00                INITIAL FACE AMOUNT                $56,358.00
ISSUE DATE                            Nov. 30, 1990             POLICY NUMBER                      SPECIMEN
POLICY DATE                           Nov. 28, 1990             UNDERWRITING                       Standard
                                      CLASS                     Simplified

                                      PREMIUMS

- -----------------------------------------------------------------------------------------------------------------------------------
Premium Payments                      Initial premium paid with application $10,000.00

- -----------------------------------------------------------------------------------------------------------------------------------

Allocation Information                Allocation of total investment base on policy date:

                                                                                                 Total
                                                                                               Investment
                                      Division                                                    Base   
                                      --------                                                 ----------
                                      MONEY RESERVE         $10,000.00
                                      TOTAL                                                    $10,000.00
</TABLE>


                                                               POLICY SCHEDULE 1
<PAGE>   8


<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      POLICY SCHEDULE 2

INSURED NO. 1                         RICHARD ROE
INSURED NO. 2                         JANE ROE
NO. 1 ISSUE AGE/SEX                   35 Male                   NO. 2 ISSUE AGE/SEX:               35 Female
INITIAL PREMIUM                       $10,000.00                INITIAL FACE AMOUNT                $56,358.00
ISSUE DATE                            Nov. 30, 1990             POLICY NUMBER                      SPECIMEN
POLICY DATE                           Nov. 28, 1990             UNDERWRITING                       Standard
                                      CLASS                     Simplified

                                      PREMIUMS                                                                     

- -----------------------------------------------------------------------------------------------------------------------------------
Owner                                 Owners of this policy on the issue date are:  RICHARD ROE

- -----------------------------------------------------------------------------------------------------------------------------------

Policy Processing Date                Policy processing dates are the policy date and the days when we deduct charges and
                                      are on the same day of the month as the policy date at the end of each successive 3
                                      month period.

Policy Processing Period              A policy processing period is the period between successive policy processing
                                      dates.

- -----------------------------------------------------------------------------------------------------------------------------------

Investment Base - Allocation          Maximum number of divisions to be allocated at any one time is 5.
Rules                                 Number of allocation changes per year is unlimited.  We reserve the right to limit
                                      the number of changes, but in no event to less than 5 per year.
                                      No allocation changes are allowed during the free look period.

- -----------------------------------------------------------------------------------------------------------------------------------

Maturity Date of an Investment        On the maturity date of an investment division, amounts in that division will be
Division                              allocated to the Money Reserve division, unless otherwise specified by the owner.

- -----------------------------------------------------------------------------------------------------------------------------------

Additional Premiums - Other than      Maximum attained age of either insured at time of payment is 80.
Planned Periodic Premiums             Minimum additional premium is $500.
                                      Number of additional premium payments permitted per year is 4.

- -----------------------------------------------------------------------------------------------------------------------------------

Grace Period                          The Grace Amount is equal to the charges that were due on the policy processing
                                      date on which we determined that the cash surrender value was insufficient.
</TABLE>

<PAGE>   9


<TABLE>
<S>                                   <C>
                                      POLICY SCHEDULE 2 (CONTINUED)


- -----------------------------------------------------------------------------------------------------------------------------------

Reinstatement                         The reinstatement premium is the minimum premium for which we would then issue this
                                      policy based on the policy year and underwriting classes of both insureds as of the
                                      effective date of the reinstated policy.

- -----------------------------------------------------------------------------------------------------------------------------------

Changing the Face Amount              Maximum attained age of either insured at time of change is 80.
                                      Minimum change in face amount is $10,000.
                                      Number of changes permitted per year is 1.

- -----------------------------------------------------------------------------------------------------------------------------------

Policy Loan                           Loan value is 90% of the cash surrender value.
                                      Minimum loan amount is $1,000 (except when used to pay premiums on another Merrill
                                      Lynch Variable Life Insurance policy).
                                      Minimum change in face amount is $1,000.
                                      Loan interest rate is 6.00% per year.

- -----------------------------------------------------------------------------------------------------------------------------------

Initial Guarantee Period              The initial Guarantee Period is for the life of the last surviving insured.

- -----------------------------------------------------------------------------------------------------------------------------------

Maturity Date of This Policy          The maturity date of this policy is the policy anniversary nearest the younger
                                      insured's 100th birthday.      

- -----------------------------------------------------------------------------------------------------------------------------------

Interest Rate and Mortality Table     1980 CSO Mortality Table (Male and Female)
used in Our Computations
                                      Interest at 4.00% per year.

- -----------------------------------------------------------------------------------------------------------------------------------

Policy Riders, if any                 None

- -----------------------------------------------------------------------------------------------------------------------------------

Deferred Policy Loading               The amount of Deferred Policy Loading applicable during a policy year is deducted
                                      from this policy's investment base in calculating its cash surrender value.

                                      Initial Premiums

                                      The maximum amount of the Deferred Policy Loading attributable to the initial
                                      premium is:

                                           During           As % of              During                As % of
                                           Policy           Initial              Policy                Initial
                                            Year            Premium               Year                 Premium 
                                           ------           -------              ------                --------
                                              1             11.00%                 6                     5.50%
                                              2              9.90                  7                     4.40
                                              3              8.80                  8                     3.30    
</TABLE>


<PAGE>   10


<TABLE>
        <S>            <C>                  <C>                    <C> 
        4              7.70                  9                     2.20
        5              6.60                 10                     1.10
                                            11+                       0
</TABLE>


                 Policy year is measured from the policy date.


<PAGE>   11




<TABLE>
<CAPTION>
            POLICY SCHEDULE 3 (CONTINUED)


            Additional Premiums

            The maximum increase in the amount of the Deferred Policy Loading attributable to
            an additional premium is:

            Additional         As % of Each            Additional          As % of Each
             Premium            Additional               Premium            Additional
              Year *              Premium                Year *               Premium 
            ----------         -------------           ----------          -----------
            <S>      <C>
               1                  11.00%                 6                     5.50%
               2                   9.90                  7                     4.40
               3                   8.80                  8                     3.30
               4                   7.70                  9                     2.20
               5                   6.60                 10                     1.10
                                                        11+                       0

            *        Additional premium year 1 is the period from the date we receive and
                     accept an additional premium to the next policy anniversary.  Additional
                     premium years 2 through 10 are the full policy ears thereafter.
</TABLE>

<PAGE>   12




<TABLE>
<S>                                    <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                       POLICY SCHEDULE 3

INSURED NO. 1                          RICHARD ROE
INSURED NO. 2                          JANE ROE
NO. 1 ISSUE AGE/SEX                    35 Male                   NO. 2 ISSUE AGE/SEX:               35 Female
INITIAL PREMIUM                        $10,000.00                INITIAL FACE AMOUNT                $56,358.00
ISSUE DATE                             Nov. 30, 1990             POLICY NUMBER                      SPECIMEN
POLICY DATE                            Nov. 28, 1990             UNDERWRITING                       Standard
                                       CLASS                     Simplified

                                       CHARGES AND FEES FOR THIS POLICY                                             

- -----------------------------------------------------------------------------------------------------------------------------------
 Premium Loading Deducted Before       None
 Allocation                                                           

- -----------------------------------------------------------------------------------------------------------------------------------

 Basic Policy Charges and Fees         Mortality Cost:
 Deducted from the Investment Base     -    Guaranteed maximum cost of insurance rates per $1,000 are shown in Policy
                                            Schedule 5.

                                       Administrative Fees:
                                       -    None

                                       Annual Recovery of Deferred Policy Loading:
                                       -    Initial Premium: 1.10% of initial premium deducted annually on the first
                                            through tenth policy anniversaries.
                                       -    Additional Premiums: 1.10% o each additional premium deducted annually on the
                                            first through tenth policy anniversaries following receipt and acceptance of
                                            the additional premium.

                                       Loan Charge
                                       -    Maximum of 2.00% of the policy debt deducted annually.

 Charges Deducted from Divisions       Asset Charge:
 in the Separate Account               -    daily charge of .002477% (equivalent to .90% annually in advance).

                                       Trust Charge:
                                       -    daily charge of .000933% (equivalent to .34% annually in advance).

                                            We reserve the right to increase the Trust Charge but in no event above
                                            .001373% (equivalent to .50% annually in advance).

- -----------------------------------------------------------------------------------------------------------------------------------

 Rider Charges Deducted from the       None
 Investment Base                                                      

- -----------------------------------------------------------------------------------------------------------------------------------

 Other Rider Charges                   None
</TABLE>

<PAGE>   13



<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
                                       POLICY SCHEDULE 4

INSURED NO. 1                          RICHARD ROE               ISSUE AGE/SEX   35 Male
INSURED NO. 2                          JANE ROE                  ISSUE AGE/SEX   35 Female

- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
                      TABLE OF NET SINGLE PREMIUM FACTORS

                   (Factor Per $1.00 of Cash Surrender Value)


Policy               Policy                   Policy
 Year      Factor     Year       Factor        Year     Factor
- ------     ------    ------      ------       ------    ------
  <S>      <C>         <C>       <C>            <C>     <C>     
  1        6.19321     26        2.39682        51      1.21408 
  2        5.95512     27        2.31367        52      1.19636 
  3        5.72639     28        2.23419        53      1.18011 
  4        5.50667     29        2.15833        54      1.16513 
  5        5.29563     30        2.08604        55      1.15119 
                                                                
  6        5.09295     31        2.01723        56      1.13805 
  7        4.89833     32        1.95182        57      1.12545 
  8        4.71148     33        1.88963        58      1.11312 
  9        4.53211     34        1.83051        59      1.10076 
  10       4.35996     35        1.77426        60      1.08806 
                                                                
  11       4.19474     36        1.72075        61      1.07472 
  12       4.03620     37        1.66991        62      1.06068 
  13       3.88410     38        1.62171        63      1.04616 
  14       3.73818     39        1.57618        64      1.03201 
  15       3.59821     40        1.53338        65      1.02207 
                                        
  16       3.46399     41        1.49329
  17       3.33531     42        1.45582
  18       3.21198     43        1.42087
  19       3.09381     44        1.38825
  20       2.98065     45        1.35773
                                        
  21       2.87233     46        1.32918
  22       2.76867     47        1.30249
  23       2.66949     48        1.27763
  24       2.57458     49        1.25461
  25       2.48374     50        1.23346
</TABLE>

On policy processing dates not shown, we will determine the Net single Premium
Factor in a consistent manner with allowance for time elapsed.

The Net Single Premium Factor on a date during a policy processing period is
determined by interpolating between the factors for the policy processing date
immediately preceding and immediately following that date.

<PAGE>   14



<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                            POLICY SCHEDULE 5

INSURED NO. 1               RICHARD ROE               ISSUE AGE/SEX   35 Male
INSURED NO. 2               JANE ROE                  ISSUE AGE/SEX   35 Female

- -----------------------------------------------------------------------------------------------------------------------------------
              TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

               (Quarterly Rates per $1,000 of Net Amount at Risk)


Policy                           Policy                               Policy
 Year             Factor          Year               Factor            Year             Factor
- ------            ------         ------              ------           ------            ------
     <S>         <C>                <C>            <C>                  <C>           <C>
     1           $0.00088           26             $0.72225             51            $30.29406
     2            0.00284           27              0.83778             52             34.48083
     3            0.00521           28              0.97778             53             39.00725
     4            0.00809           29              1.14854             54             43.85464
     5            0.01167           30              1.35167             55             49.05260

     6            0.01608           31              1.58955             56             54.66632
     7            0.02157           32              1.85966             57             60.79119
     8            0.02814           33              2.16332             58             67.63945
     9            0.03591           34              2.49953             59             75.63816
     10           0.04495           35              2.87919             60             85.75820

     11           0.05575           36              3.32334             61            100.48853
     12           0.06817           37              3.85309             62            125.22929
     13           0.08252           38              4.49561             63            174.93869
     14           0.09935           39              5.28062             64            305.59639
     15           0.11909           40              6.21686             65            333.33333

     16           0.14222           41              7.30301
     17           0.16950           42              8.54562
     18           0.20179           43              9.92887
     19           0.24036           44             11.45385
     20           0.28595           45             13.15722

     21           0.33860           46             15.09678
     22           0.39864           47             17.34004
     23           0.46555           48             19.95176
     24           0.53987           49             23.00385
     25           0.62477           50             26.45515
</TABLE>

<PAGE>   15




<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      POLICY SCHEDULE 6


                                      THE SEPARATE ACCOUNT           

- -----------------------------------------------------------------------------------------------------------------------------------

THE SEPARATE ACCOUNT                  The Separate Account is Merrill Lynch Variable Life Separate account which is
                                      governed by the laws of Arkansas, our state of domicile.  The Separate Account is
                                      divided into investment divisions.

</TABLE>

NOTE:    PLEASE REFER TO THE POLICY PROSPECTUS FOR MORE DETAILS ABOUT THE 
         INVESTMENT DIVISION.

<PAGE>   16



<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------

                                      INTRODUCTION TO THIS POLICY
                                      This policy insures your lives.  Insured no. 1 is the owner of this policy unless
                                      another owner has been named in the application.  The owner is shown in Policy
                                      Schedule 2.  The owner has the rights and options described in this policy.

- -----------------------------------------------------------------------------------------------------------------------------------

THIS POLICY IS A CONTRACT             This policy is a contract between its owner and us.  We provide insurance coverage
                                      and other benefits as stated in this policy.  We do this in return for a completed
                                      application and payment of the initial premium.  Whenever we use the word POLICY,
                                      we mean the entire contract.  The entire contract consists of:
                                           -       the basic policy;
                                           -       the attached copy of the initial application;
                                           -       all subsequent applications to change the basic policy; and
                                           -       any riders or endorsements.
                                      RIDERS and ENDORSEMENTS add provisions or change the terms of the basic policy.

- -----------------------------------------------------------------------------------------------------------------------------------

DATES AND AGES REFERRED TO IN         The following dates and the issue age are shown in Policy Schedule 1.
THIS POLICY                           DATE OF ISSUE
                                      This is the date this policy is issued at our Service Center.  The contestable and
                                      suicide periods are measured from this date.
                                      POLICY DATE
                                      This date is used to determine policy processing dates, policy years and
                                      anniversaries.  The policy date may or may not be the same as the date of issue.
                                      ISSUE AGE
                                      For each insured, this is your age on your birthday nearest the policy date.
                                      ATTAINED AGE
                                      For each insured, this is your issue age plus the number of full years elapsed
                                      since the policy date.

- -----------------------------------------------------------------------------------------------------------------------------------

RIGHT TO NAME A CONTINGENT OWNER      The owner may name a contingent owner.  The owner may want to do this in case he or
                                      she dies before a death benefit is payable under this policy.  Ownership of this
                                      policy would then pass to the contingent owner.  If there's no contingent owner,
                                      ownership would pass to the deceased owner's estate.
</TABLE>





MFPLS87                             - 16 -                            SPECIMEN

<PAGE>   17




<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------

THE BENEFICIARY                       The beneficiary is the person to whom we pay the proceeds upon the death of the
                                      last surviving insured.  We pay the proceeds to the primary beneficiary.  If the
                                      primary beneficiary (whether or not irrevocable) has died, the proceeds are paid to
                                      any contingent beneficiary.  If there is no surviving beneficiary, we pay the
                                      proceeds to the estate of the last surviving insured.

                                      Two or more persons may be named as primary beneficiaries or contingent
                                      beneficiaries.  In that case we will assume the proceeds are to be paid in equal
                                      shares t the surviving beneficiaries.  The owner can specify other than equal
                                      shares.

                                      The owner reserves the right to change beneficiaries unless the designation of the
                                      primary beneficiary has been made irrevocable.  If an irrevocable beneficiary has
                                      been designated, the owner and irrevocable beneficiary must act together to
                                      exercise the rights and options under this policy.

- -----------------------------------------------------------------------------------------------------------------------------------

CHANGE OF OWNER OR BENEFICIARY        During either insured's lifetime the owner can transfer ownership of this policy
                                      and change the beneficiary.  To do this, the owner must send us written notice of
                                      the change in a form satisfactory to us.  The change will take effect as of the day
                                      the notice is signed.  But the change will not affect any payment made or action
                                      taken by us before receipt of the notice of the change at our Service Center.
- -----------------------------------------------------------------------------------------------------------------------------------

SENDING NOTICE TO US                  Any written notices or requests should be sent to our Service Center.  The address
                                      is shown on the front of this policy.  Please include your names, policy number,
                                      and, if another owner has been named, the name of the owner.
</TABLE>





MFPLS87                             - 17 -                            SPECIMEN

<PAGE>   18



<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      PREMIUM PAYMENTS                           

- -----------------------------------------------------------------------------------------------------------------------------------
WHEN TO PAY PREMIUMS                  Payment of the initial premium is required to put this policy in effect.  The
                                      amount of the initial premium is shown in Policy Schedule 1.  After that, the owner
                                      may pay additional premiums under this policy.  See Additional Premiums.

- -----------------------------------------------------------------------------------------------------------------------------------

WHERE TO PAY PREMIUMS                 Pay the premiums to our Service Center.  On request we'll give a receipt signed your
                                      treasurer.                 

- -----------------------------------------------------------------------------------------------------------------------------------

ADDITIONAL PREMIUMS                   If both insureds are alive, the owner may pay additional premiums under this policy
                                      after the end of the free look period.  To make an additional premium payment, the
                                      owner must provide us with satisfactory notice to our Service Center.  This may be
                                      subject to evidence of insurability based on our underwriting rules.  Additional
                                      premiums may be paid under a periodic plan subject to our rules.  Unless otherwise
                                      specified by the owner, we will send reminder notices for the planned periodic
                                      premiums.  Additional premiums, other than planned periodic premiums, are subject
                                      to the restrictions shown in Policy Schedule 2.  We reserve the right to return any
                                      additional premiums that would cause this policy to fail to qualify as life
                                      insurance under applicable tax laws as interpreted by us.

                                      The amount and frequency of any planned periodic premiums elected in the initial
                                      application are shown in Policy Schedule 1.  Subject to our rules the owner may
                                      change the frequency and amount of planned periodic premiums by providing us with
                                      satisfactory notice at our Service Center.  This may require evidence of
                                      insurability and that both insureds are alive.

                                      Unless otherwise specified by the owner, if there is any policy debt, any
                                      additional premiums paid, other than planned periodic premiums, will be used first
                                      as a loan repayment with any excess applied as an additional premium.  See Policy
                                      Loans.

                                      As of the date we receive and accept any additional premium:
                                           -       The Variable Insurance Amount will reflect this payment.
                                           -       The deferred policy loading in the policy year of the payment will
                                                   increase.  Such increase will be recovered in level installments from
                                                   this policy's investment base.  See Policy Schedule 3 for details.
                                           -       The fixed base will increase by the amount of payment less any
                                                   premiums loading deducted before allocation and less any deferred
                                                   policy loading applicable to such payment as shown in Policy Schedule 3.
</TABLE>



MFPLS87                             - 18 -                             SPECIMEN
<PAGE>   19

<TABLE>
<S>                                   <C>
                                      As of the policy processing date on or next following the date of receipt and
                                      acceptance of the additional premium the guaranteed benefits will increase.  See
                                      HOW WE DETERMINE THE GUARANTEE PERIOD AND FACE AMOUNT.

- -----------------------------------------------------------------------------------------------------------------------------------

GRACE PERIOD                          After the end of the Guarantee Period, we will terminate this policy on any policy
                                      processing date if the cash surrender value on such policy processing date is
                                      negative.  This negative cash surrender value will be considered as an overdue
                                      charge as of such policy processing date.  We will not terminate this policy due to
                                      a negative cash surrender value until the end of the grace period.

                                      The grace period will end 61 days after we mail a notice that we may terminate this
                                      policy because of insufficient cash surrender value.  To avoid termination, the
                                      owner must pay us at least the grace amount shown in Policy Schedule 2.  This
                                      amount will be specified on the notice we send.  If the last surviving insured dies
                                      during the grace period, we will pay the beneficiary the insurance benefits as
                                      described in PROCEEDS PAYABLE TO THE BENEFICIARY.
- -----------------------------------------------------------------------------------------------------------------------------------

HOW TO REINSTATE THIS POLICY          If we have terminated this policy at the end of the grace period, the owner may
                                      reinstate it provided neither insured died between the date we terminated this
                                      policy and the effective date of reinstatement if:

                                           -       The owner asks for reinstatement within three (3) years after the end
                                                   of the grace period.
                                           -       We receive satisfactory evidence of your insurability; and
                                           -       The owner pays us at least the REINSTATEMENT PREMIUM shown in Policy
                                                   Schedule 2.

                                      The effective date of the reinstated policy will be the policy processing date on
                                      or next following the date we approve your reinstatement application.
</TABLE>





MFPLS87                             - 19 -                             SPECIMEN
                                          
<PAGE>   20




<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      HOW VARIABLE LIFE INSURANCE WORKS          

- -----------------------------------------------------------------------------------------------------------------------------------
THE SEPARATE ACCOUNT                  The variable life insurance benefits under this policy are provided through
                                      investments we make in the separate account designated in Policy Schedule 6.  This
                                      account is kept separate from our general account and any other separate accounts
                                      we may have.  It is used to support variable life insurance policies and may be
                                      used for other purposes permitted by applicable laws and regulations.  We own the
                                      assets in the separate account.  Assets equal to the reserves and other liabilities
                                      of the account won't be charged with liabilities that arise from any other business
                                      we conduct.  But we may transfer to our general account asset which exceed the
                                      reserves and other liabilities of the separate account.

                                      The separate account will invest in mutual funds, unit investment trusts and other
                                      investment portfolios which we determine to be suitable for this policy's purposes.
                                      The separate account is treated as a unit investment trust under Federal securities
                                      laws.  It is registered with the Securities and Exchange Commission (SEC) under the
                                      investment Company Act of 1940.  The separate account is also governed by state
                                      laws as designated in Policy Schedule 6.

                                      Income, realized and unrealized gains or losses from assets in the separate account
                                      are credited to or charged against the account without regard to other income,
                                      gains or losses in our other investment accounts.

- -----------------------------------------------------------------------------------------------------------------------------------

INVESTMENT DIVISIONS                  The separate account is divided into investment divisions.  Each investment
                                      division invests in a designated investment portfolio.  The divisions and the
                                      investment portfolios in which they invest are described in the prospectus.  Some
                                      of the portfolios designated may be managed by a separate investment adviser.  Such
                                      adviser may be registered under the Investment Advisers Act of 1940.

                                      Each investment division will be valued at the end of each valuation period.  A
                                      VALUATION PERIOD is each business day together with any non-business days before
                                      it.  A BUSINESS DAY for a division is any day the New York Stock Exchange (NYSE) is
                                      open for trading, or any day in which the SEC requires that the mutual funds, unit
                                      investment trusts or other investment portfolios be valued.
</TABLE>





MFPLS87                             - 20 -                            SPECIMEN
                                          
<PAGE>   21





<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------

CHANGES WITHIN THE SEPARATE           We may from time to time make additional investment divisions available.  These
ACCOUNT                               divisions will invest in investment portfolios we find suitable for this policy.
                                      We also have the right to eliminate investment divisions from the separate account,
                                      to combine two or more investment divisions, or to substitute a new portfolio for
                                      the portfolio in which an investment division invests.  A substitute a new
                                      portfolio for the portfolio in which an investment division invests.  A
                                      substitution may become necessary if, in our judgment, a portfolio no longer suits
                                      the purposes of this policy.  This may happen due to a change in laws or
                                      regulations, or a change in a portfolio's investment objectives or restrictions, or
                                      because the portfolio is no longer available for investment, or for some other
                                      reason.  We would get prior approval from the insurance department of our state of
                                      domicile before making such a substitution.  We would also get prior approval from
                                      the SEC and any other required approvals before making such a substitution.

                                      Subject to any required regulatory approvals, we reserve the right to transfer
                                      assets of the separate account or of an investment division, which we determine to
                                      be associated with the class of policies to which this policy belongs, to another
                                      separate account or investment division.

                                      When permitted by law, we reserve the right to:
                                           -       deregister the separate account under the Investment Company Act of
                                                   1940;
                                           -       operate the separate account as a management company under the
                                                   Investment Company Act of 1940;
                                           -       restrict or eliminate any voting rights of policyowners, or other
                                                   persons who have voting rights as to the separate account; and
                                           -       combine the separate account with other separate accounts.
- -----------------------------------------------------------------------------------------------------------------------------------

TOTAL INVESTMENT BASE                 The total investment base is the amount that this policy provides for investment at
                                      any time.  It is the sum of the investment base in each of the investment
                                      divisions.  The owner selects the division to which to allocate the total
                                      investment base.  The maximum number of division to which the total investment base
                                      may be allocated at any time is shown in Policy Schedule 2.
</TABLE>





MFPLS87                             - 21 -                            SPECIMEN
                                          
<PAGE>   22


<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------

INVESTMENT BASE IN EACH               ON THE POLICY DATE
INVESTMENT DIVISION                   On the policy date, the total investment base is allocated among the division as
                                      shown in Policy Schedule 1.

                                      ON EACH SUBSEQUENT BUSINESS DAY
                                      On each subsequent business day, the investment base in each division is an amount
                                      calculated as follows:
                                      (1)  We take the investment base in the division at the end of the preceding
                                           valuation period.
                                      (2)  We multiply (1) by the division's net rate of return for the current valuation
                                           period.
                                      (3)  We add (1) and (2).
                                      (4)  We add to (3) any premiums allocated to the division during the current
                                           valuation period less any premium loading deducted before allocation as shown
                                           in Policy Schedule 3.
                                      (5)  We add to (4) any loan repayments received and subtract from (4) any borrowed
                                           amounts which are allocated to the division during the current valuation
                                           period.
                                      (6)  If the business day is a policy processing date, we subtract from (5) the
                                           amounts allocated to that division for:
                                           (a)      mortality costs;
                                           (b)      administrative fees;
                                           (c)      any other fees we describe in Policy Schedule 3; and
                                           (d)      any rider charges deducted from the investment base.
                                           If a policy processing date is on a policy anniversary, we also
                                           subtract:
                                           (e)      any annual recover of deferred policy loading; and
                                           (f)      any net loan cost.
                                      (7)  If the charges in (6) exceed the amount in (5), we will first calculate the
                                           cash surrender value to determine the amount of any overdue charges and then
                                           set the investment base in each division to zero.
- -----------------------------------------------------------------------------------------------------------------------------------

FIXED BASE                            The FIXED BASE on the policy date of this policy equals this policy's cash
                                      surrender value.  Thereafter, the fixed base is calculated in the same manner as
                                      the cash surrender value except that all calculations will be based on the
                                      guaranteed maximum cost of insurance rates shown in Policy Schedule 5 and the
                                      interest rate used in our computations shown in Policy Schedule 2.  The fixed base
                                      calculation does not reflect policy loans and repayments.

- -----------------------------------------------------------------------------------------------------------------------------------

CHARGES DEDUCTED FROM INVESTMENT      MORTALITY COST
BASE ON EACH POLICY PROCESSING        We will determine the mortality cost on each policy processing date after the
DATE AFTER THE POLICY DATE            policy date as follows:
</TABLE>



MFPLS87                             - 22 -                             SPECIMEN
<PAGE>   23

<TABLE>
<S>                                   <C>
                                      (1)          We determine policy's net amount at risk as of the previous policy
                                                   processing date, which is equal to:
                                           (a)     the death benefit as of such previous policy processing date, less
                                           (b)     the cash surrender value as of such previous policy processing date.
                                      (2)          We adjust (1) for interest at the rate used in our computations which is shown
                                                   in Policy Schedule 2 to reflect that:
                                           (a)     we assume claims are paid immediately upon the death of the last
                                                   surviving insured, and
                                           (b)     we deduct the mortality cost at the end of a policy processing period.
                                      (3)          We divide (2) by $1,000.
                                      (4)          We determine the current cost of insurance rate per $1,000 based on the policy
                                                   year, sexes and underwriting classes of both insureds and the value of (3)
                                                   above.
                                                   If your underwriting class changes as a result of a change in face
                                                   amount requests by the owner or an additional premium payment, we will
                                                   determine the current cost of insurance rate per $1,000 based on the
                                                   policy year, sexes and underwriting classes of both insureds and the
                                                   value of (3) above.
                                      (5)          We multiply (3) by (4).
                                                   In no event will (5) be greater than the amount determined by
                                                   substituting the fixed base as of the previous policy processing date
                                                   for the amount of cash surrender value in (1)(b) above and the
                                                   guaranteed maximum cost of insurance rate per $1,000 for the current
                                                   cost of insurance rate per $1,000 in (4).

                                      We may change the current cost of insurance rates per $1,000 from time to time.
                                      Any change in the current rates will be as described in CHANGES IN POLICY COST
                                      FACTORS.  They will never be more than the guaranteed maximum cost of insurance
                                      rate per $1,000 shown in Policy Schedule 5.

                                      OTHER DEDUCTIONS
                                      Administrative and other fees and the annual recovery of deferred policy loading
                                      are shown in Policy Schedule 3.  The annual recovery of deferred policy loading
                                      will be increased if additional premiums are paid.  See ADDITIONAL PREMIUMS.  the
                                      net loan cost is described in the POLICY LOANS provision.  The cost of any benefits
                                      from riders is shown in Policy Schedule 3.
- -----------------------------------------------------------------------------------------------------------------------------------

ALLOCATION OF ADDITIONAL PREMIUMS     As of the date we receive and accept an additional premium payment, the increase in
                                      the total investment base will be allocated among the investment divisions in
                                      accordance with instructions from the owner.  If no such instructions are received
                                      by us, allocation will be among the investment division in proportion to the
                                      investment base in each division as of the date we receive and accept the premium.

</TABLE>



MFPLS87                             - 23 -                            SPECIMEN
<PAGE>   24

<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------

OWNER'S RIGHT TO CHANGE               The owner can change the allocation of the total investment base among the
ALLOCATION OF TOTAL INVESTMENT        investment divisions.  The number of changes each year that we will allow is shown
BASE                                  in Policy Schedule 2.  To make a change the owner must provide us with satisfactory
                                      notice at our Service Center.  The change will take effect when we receive the
                                      notice.  Our calculations will reflect the change.

- -----------------------------------------------------------------------------------------------------------------------------------

WHAT HAPPENS ON THE MATURITY DATE     If part of the total investment base is allocated to an investment division that
OF AN INVESTMENT DIVISION             has a maturity date, then, unless otherwise specified by the owner, the amounts in
                                      that division as of the maturity date will be allocated to the investment division
                                      designated for that purpose in Policy Schedule 2.
                                      We will notify the owner 30 days in advance of the maturity date.  To elect an
                                      allocation to other than the division designated in Policy Schedule 2, the owner
                                      allocation to other than the division designated in Policy Schedule 2, the owner
                                      must provide satisfactory notice to us at least 7 days prior to the maturity date.
                                      The allocation on a maturity date will not be considered a change in the allocation
                                      of the investment base for purposes of the number of changes permitted.

- -----------------------------------------------------------------------------------------------------------------------------------

MEASUREMENT OF INVESTMENT             The investment experience of an investment division is determined at the end of
EXPERIENCE                            each division's valuation period.

                                      INDEX OF INVESTMENT EXPERIENCE FACTOR
                                      We use an index to measure changes in each investment division's experience during
                                      a valuation period.  We set the index at $10 when the first investments in that
                                      division were made.  The index for a current valuation period equals the index for
                                      the preceding valuation period multiplied by the experience factor for the current
                                      period.

                                      HOW WE DETERMINE THE EXPERIENCE FACTOR
                                      The experience factor for an investment division's valuation period reflects the
                                      investment experience of the portfolio in which the division invests as well as the
                                      charges assessed against the division.  The factor is calculated as follows:
                                      (1)  We take the net asset value as of the end of the current valuation period of
                                           the portfolio in which the division invests.
                                      (2)  We add to (1) the amount of any dividend or capital gains distribution declared
                                           during the current valuation period for the investment portfolio.  We subtract
                                           from that amount a charge for our taxes, if any.
                                      (3)  We divide (2) by the net asset value of the portfolio at the end of the
                                           preceding valuation period.
                                      (4)  We subtract the daily Asset Charge shown in Policy Schedule 3 for each day in
                                           the valuation period.         

</TABLE>
      
MFPLS87                             - 24 -                             SPECIMEN
                                          
<PAGE>   25




<TABLE>
<S>                                   <C>
                                           This charge is to cover expense, mortality and minimum death
                                           benefit guarantee risks that we are assuming.

                                      (5)  For any divisions investing in unit investment trusts only, we subtract an
                                           additional charge equal to the daily Trust Charge shown in Policy Schedule 3
                                           for each day in the valuation period.  This charge is to cover the actual costs
                                           incurred in the purchase or sale of units of the trusts.

                                      Calculations for divisions investing in the mutual fund portfolios are made on a
                                      per share basis.  Calculations for divisions investing in unit investment trusts
                                      are on a per unit basis.       
- -----------------------------------------------------------------------------------------------------------------------------------

NET RATE OF RETURN FOR AN             Here's how we find an investment division's NET RATE OF RETURN for a valuation
INVESTMENT DIVISION                   period:

                                      (1)  We determine the change in the division's index from the preceding valuation
                                           period to the current valuation period.
                                      (2)  We divide this by the index for the preceding valuation period.

                                      We follow a consistent method for logger periods of time.
</TABLE>





MFPLS87                             - 25 -                            SPECIMEN
                                          
<PAGE>   26




<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      POLICY BENEFIT FOR THE OWNER
                                      There are important rights and benefits that are available to the owner of this
                                      policy during the lifetime of either insured.  We discuss some of these rights and
                                      benefits in this section.      

- -----------------------------------------------------------------------------------------------------------------------------------
CASH VALUE BENEFITS                   CASH SURRENDER VALUES
                                      The cash surrender value is determined as follows:

                                      ON THE POLICY DATE
                                      The cash surrender value equals the total investment base plus any policy debt less
                                      the deferred policy loading for the first policy year.

                                      ON EACH SUBSEQUENT POLICY PROCESSING DATE
                                      On each subsequent policy processing date, the cash surrender value is calculated
                                      as follows:
                                      (1)          We take the total investment base.
                                      (2)          We add to (1) any policy debt as of such date.
                                      (3)          We subtract from (2) the following amounts:
                                           (a)     the deferred policy loading for the current policy year;
                                           (b)     any first year administrative fee that would otherwise be deducted;
                                                   and
                                           (c)     if a policy processing date is other than a policy anniversary, any
                                                   pro-rata net loan cost since the last policy anniversary (or since the
                                                   policy date if during the first policy year).

                                      ON A DATE DURING A POLICY PROCESSING PERIOD
                                      On a date during a policy processing period, the cash surrender value is calculated
                                      as follows:
                                           (1)     We take the total investment base;
                                           (2)     We add to (1) any policy debt as of such date;
                                                   (a)      the deferred policy loading for the current policy year;
                                                   (b)      any first year administrative fee that would otherwise be
                                                            deducted.
                                                   (c)      the pro-rata mortality cost since the last policy processing
                                                            date;
                                                   (d)      any other fees which would otherwise be deducted on the next
                                                            policy processing date; and
                                                   (e)      any pro-rata net loan cost since the last policy anniversary
                                                            (or since the policy date if during the first policy year).

                                      SURRENDER TO RECEIVE THE NET CASH SURRENDER VALUE
                                      The owner can surrender this policy at any time and receive its net cash surrender
                                      value.  The net cash surrender value may be paid in cash or under one or more
                                      income plans.  See CHOOSING AN INCOME PLAN.  The net cash surrender value is the
                                      cash surrender value minus any policy debt.  To surrender this policy, the owner
                                      must return it to our Service Center with a signed request for surrender in a form
                                      satisfactory to us.  The surrender will take effect on the date this policy and the
                                      request are sent to us. The 

</TABLE>


MFPLS87                             - 26 -                            SPECIMEN
<PAGE>   27

<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      net cash surrender value will vary daily. We will determine
                                      the net cash surrender value as of the date we receive this
                                      policy and the signed request at our Service Center. We'll
                                      usually pay the net cash surrender value within 7 days. But
                                      we may delay payment when we are not able to determine the
                                      amount because:

                                           -       the NYSE is closed for trading;
                                           -       the SEC determines that a state of emergency exists or;
                                           -       an order of the SEC permits a delay for the protection of
                                                   policyowners.     
- -----------------------------------------------------------------------------------------------------------------------------------

POLICY LOANS                          The owner may borrow money from us.  This policy will be the only security we
                                      require for the loan.  A loan may be taken any time this policy is in effect.  The
                                      owner may repay all or part of the loan at any time while the last surviving
                                      insured is living.

                                      LOAN VALUE
                                      The loan value is shown in Policy Schedule 2.  The amount of the loan may not
                                      exceed the loan value.  Any existing policy debt will be deducted from a new loan.
                                      the minimum permissible amount of any loan and repayment are shown in Policy
                                      Schedule 2.

                                      INTEREST
                                      The loan interest rate is shown in Policy Schedule 2.  Interest accrues (builds up)
                                      each day.  Interest payments are due at the end of each policy year.  If interest
                                      isn't paid when due, it will be added to the amount of the loan.  The sum of all
                                      outstanding loans plus accrued interest is called the POLICY DEBT.

                                      If the policy debt exceeds the larger of the cash surrender value and the fixed
                                      base, we will terminate this policy.  We will not do this, however, until 61 days
                                      after we mail notice of our intent to terminate.  We'll notify, at their last known
                                      addresses, the owner and anyone who holds this policy as collateral.

                                      EFFECT OF A LOAN
                                      A loan will be transferred out of the separate account and into our general account
                                      and a repayment will be transferred into the separate account.  a policy loan
                                      reduces the total investment base while repayment of a loan will cause an increase
                                      in the total investment base.  Loans and repayments will be allocated among the
                                      investment divisions in accordance with instructions given by the owner.  The owner
                                      may change that allocation by sending satisfactory notice to us.  If no such
                                      instructions are on record, the loan or repayment will be allocated in proportion
                                      to the investment base in each division as of the date of the loan or repayment.

                                      A loan, WHETHER OR NOT REPAID, will have A PERMANENT EFFECT on the cash surrender
                                      values and may have a permanent effect on the death benefits.  See HOW VARIABLE
                                      LIFE 

</TABLE>



MFPLS87                             - 27 -                            SPECIMEN
<PAGE>   28

<TABLE>
<S>                                   <C>
                                      INSURANCE WORKS.  If not repaid, the policy debt will reduce the amount of
                                      death benefit proceeds and cash value benefits.

                                      NET LOAN COST
                                      The net loan cost will be calculated as follows:
                                      (1)          We determine the policy debt as of the previous policy anniversary.
                                      (2)          We multiply (1) by the loan charge shown in Policy Schedule 3.

                                      Loans and repayments during a policy year will affect our calculations.

                                      WHEN WE WILL MAKE THE LOAN
                                      We'll usually loan the money within 7 days after we receive a request satisfactory
                                      to us.  But we may delay making the loan when we are not able to determine the loan
                                      value because:
                                           -       the NYSE is closed for trading;
                                           -       the SEC determines that a state of emergency exists; or
                                           -       an order of the SEC permits a delay for the protection of
                                                   policyowners.
                                      If the loan is to be used to pay premiums on another variable life insurance policy
                                      offered by us, we'll make the loan immediately.
- -----------------------------------------------------------------------------------------------------------------------------------

ASSIGNMENT - USING THIS POLICY AS     The owner can assign this policy as collateral security for a loan or other
COLLATERAL SECURITY                   obligation.  This does not change the ownership.  But the owner's rights and any
                                      beneficiary's rights are subject to the terms of the assignment.  To make or
                                      release an assignment, we must receive written notice, satisfactory to us, at our
                                      Service Center.  We're not responsible for the validity of any assignment.
</TABLE>





MFPLS87                             - 28 -                            SPECIMEN
                                          
<PAGE>   29




<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------

RIGHT TO EXCHANGE FOR FIXED LIFE      The owner may exchange this policy for a joint and last survivor life insurance
INSURANCE                             policy with benefits that do not vary with the investment results of a separate
                                      account.  The exchange must be elected within do 18 months from the date of issue.
                                      No evidence of insurability will be required.

                                      We'll issue the new policy on your life after we receive:
                                           -       a proper written request; and
                                           -       this policy.

                                      OTHER FACTS ABOUT THE NEW POLICY
                                      The new policy's owner and beneficiary will be the same as those of this policy as
                                      of the date of the exchange.  The new policy will have the same issue ages, issue
                                      date, face amount, cash surrender value, underwriting classes ad benefit riders as
                                      this policy.  Any policy debt under this policy will be carried over to the new
                                      policy.                        
- -----------------------------------------------------------------------------------------------------------------------------------

                                      INSURANCE BENEFITS                         

- -----------------------------------------------------------------------------------------------------------------------------------

VARIABLE INSURANCE AMOUNT             The Variable Insurance Amount on the policy date equals the cash surrender value as
                                      of such date multiplied by the net single premium factor for the first policy year.
                                      Thereafter, the Variable Insurance Amount will vary daily based on the investment
                                      results and any premium payments made.  The Variable Insurance Amount will be
                                      determined as of each date as follows:
                                      (1)          We determine the cash surrender value of this policy as of such date.
                                      (2)          We multiply (1) by the net single premium factor as of such date.
                                      In no event will the Variable Insurance Amount be less than that required to keep
                                      this policy qualified as life insurance under the Federal income tax laws.  The
                                      table of net single premium factors is shown in Policy Schedule 4.
- -----------------------------------------------------------------------------------------------------------------------------------

CHANGING THE FACE AMOUNT              After the end of the first policy year, the owner may change the face amount of
                                      this policy subject to the restrictions shown in Policy Schedule 2.  To request a
                                      change in face amount, the owner must provide satisfactory notice to us.  The
                                      effective date of change will be the next policy processing date provided we
                                      receive the notice at our Service Center at least 7 days before such policy
                                      processing date.  As of the effective date of change, the guaranteed benefits will
                                      change.  See How We Determine The Guarantee Period and Face Amount.

                                      Increasing the Face Amount
                                      If both insureds are alive, the owner may increase the face amount of this policy.
                                      Satisfactory evidence of insurability may be required before we will increase the
                                      face amount of this policy.  The maximum increase in face 
</TABLE>


MFPLS87                             - 29 -                            SPECIMEN
<PAGE>   30

<TABLE>
<S>                                   <C>
 
                                      amount is that which results in the minimum Guarantee Period for which we would
                                      then issue this policy based on the attained age of each insured.

                                      Decreasing the Face Amount
                                      We will not allow a decrease in the face amount below the minimum face amount for
                                      which we would then issue this policy based on the attained age of each insured.
                                      Nor will we allow a decrease in the face amount below the amount required to keep
                                      this policy qualified as life insurance under Federal income tax laws.
- -----------------------------------------------------------------------------------------------------------------------------------

HOW WE DETERMINE THE GUARANTEE        On the Policy Date
PERIOD AND FACE AMOUNT                The initial Guarantee Period and initial face amount on the policy date are shown
                                      in Policy Schedule 2.  The Guarantee Period and face amount are not affected by
                                      investment results nor the allocation of the total investment base among the
                                      investment divisions.  the will change as described below as a result of any
                                      additional premiums or any change in face amount requested by the owner.

                                      When an Additional Premium is Paid
                                      The guaranteed benefits will increase as follows:
                                      (1)  We take the immediate increase in cash surrender value resulting from the
                                           additional premium.
                                      (2)  We add to (1) interest at the rate used in our computations shown in Policy
                                           Schedule 2 for the period from the date we receive and accept the additional
                                           premium to the policy processing date on or next following such date.  This is
                                           the guarantee adjustment amount.
                                      (3)  If the Guarantee Period prior to payment is less than for the lifetime of the
                                           last surviving insured:
                                           The total of the guarantee adjustment amount and the fixed base will
                                           be used to calculate a new Guarantee Period.  Any part of such total
                                           in excess of the amount required to increase the Guarantee Period to
                                           the whole of life of the last surviving insured will be applied as in
                                           (4) below.
                                      (4)  If the Guarantee Period is for the lifetime of the last surviving insured:
                                           The guarantee adjustment amount or excess amount from (3) above will
                                           be applied as a net single premium for the whole of life to increase
                                           the face amount of this policy.

                                      When a Change in Face Amount is Requested
                                      As of the effective date of change, we will redetermine the Guarantee Period as
                                      follows:
                                      (1)  We take the fixed base as of such date.
                                      (2)  Based on the policy year, the new face amount of this policy and the amount 
                                           in (1), we will redetermine the Guarantee Period.


                                           Our computations are based on the interest rate shown in Policy
                                           Schedule 2 and the guaranteed
</TABLE>

MFPLS87                             - 30 -                            SPECIMEN
<PAGE>   31

<TABLE>
<S>                                   <C>
                                                   maximum cost of insurance rates shown in Policy Schedule 5.
- -----------------------------------------------------------------------------------------------------------------------------------

PROCEEDS PAYABLE TO THE               We will pay the death benefit proceeds to the beneficiary upon the death of the
BENEFICIARY                           last surviving insured.  The proceeds may be paid in cash or under one or more
                                      income plans.  See Choosing An Income Plan.

                                      DEATH BENEFIT PROCEEDS
                                      Death benefit proceeds are determined as follows:
                                      (1)          We determine this policy's death benefit, which is the larger of the face
                                                   amount and the Variable Insurance Amount.
                                      (2)          We subtract from (1) any policy debt.
                                      (3)          We add to (2) any amounts due from riders.

                                      The values above will be those as of the date of death of the last surviving
                                      insured.   If the last surviving insured dies during the grace period, we will pay
                                      the beneficiary the death benefit proceeds in effect immediately prior to the grace
                                      period reduced by any overdue charges.  The death benefit will never be less than
                                      that required to keep this policy qualified as life insurance under the Federal
                                      income tax laws.

                                      HOW TO CLAIM DEATH BENEFIT PROCEEDS
                                      The beneficiary should contact our Service Center for instructions.  We'll usually
                                      pay the proceeds within 7 days after we receive proof of the death of the last
                                      surviving insured, and any other requirements.  Proof of the death of the last
                                      surviving insured must include proof that both insureds have died.  We may delay
                                      payment of all or part of the death benefit if we have not been able to determine
                                      this policy's cash surrender value as of the date of death of the last surviving
                                      insured because:
                                           -       the NYSE is closed for trading;
                                           -       the SEC determines that a state of emergency exists; or
                                           -       an order of the SEC permits a delay for the protection of
                                                   policyowners.

                                      If a delay is necessary and death of the last surviving insured occurs prior to the
                                      end of the Guarantee Period, we may delay payment of any excess of the death
                                      benefit over the face amount.  After the Guarantee Period we may delay payment of
                                      the entire death benefit.  We will add interest to the death benefit proceeds at an
                                      annual rate of at least 4% from the date of death of the last surviving insured to
                                      the date of payment.  Interest added to death benefit proceeds will not be less
                                      than that required by any applicable law.
- -----------------------------------------------------------------------------------------------------------------------------------
                                      CHOOSING AN INCOME PLAN
                                      The owner may choose one or more income plans for the payment of death benefit
                                      proceeds during your lifetime.  If, at the time of the death of the last surviving
                                      insured, no plan has been chosen for paying death benefit proceeds, 
</TABLE>





MFPLS87                             - 31 -                            SPECIMEN
<PAGE>   32

<TABLE>
<S>                                   <C>
                                      the insured, no plan has been chosen for paying death benefit proceeds,
                                      the beneficiary may choose a plan within one year. The owner may also
                                      elect an income plan on surrender of the policy for its net cash
                                      surrender value. For each plan we'll issue a separate written agreement
                                      putting the plan into effect.

                                      Our approval is needed for any plan where:
                                           -       the person named to receive payment is other than the owner or
                                                   beneficiary; or
                                           -       the person named is not a natural person, such as a corporation; or
                                           -       any income payment would be less than $100.
- -----------------------------------------------------------------------------------------------------------------------------------

THE INCOME PLANS                      There are six income plans to choose from. They are:

                                      PLAN 1.  INCOME FOR A FIXED PERIOD
                                      Payment is made in equal installments for a fixed number of years.  We guarantee
                                      each monthly payment will be at least the amount shown in the following table.
                                      Values for annual, semi-annual or quarterly payments are available on request.
</TABLE>





MFPLS87                             - 32 -                            SPECIMEN

<PAGE>   33



                      TABLE FOR INCOME FOR A FIXED PERIOD
                       (Payments for Each $1,000 Applied)

<TABLE>
<CAPTION>
        Fixed                                      Fixed                 
       Period             Monthly                 Period              Monthly
      of Years            Income                 of Years             Income 
      --------            -------                --------             -------
         <S>                  <C>                  <C>                   <C>
          1                   $84.47               16                    $6.53
          2                    42.86               17                     6.23
          3                    28.99               18                     5.96
          4                    22.06               19                     5.73
          5                    17.91               20                     5.51
          6                    15.14               21                     5.32
          7                    13.16               22                     5.15
          8                    11.68               23                     4.99
          9                    10.53               24                     4.84
         10                     9.61               25                     4.71
         11                     8.86               26                     4.59
         12                     8.24               27                     4.47
         13                     7.71               28                     4.37
         14                     7.26               29                     4.27
         15                     6.87               30                     4.18
</TABLE>



PLAN 2. INCOME FOR LIFE

Payment is made to the person named in equal monthly installments and
guaranteed for at least a period certain. The period certain can be 10 or 20
years. Other periods certain are available on request. A refund certain may be
chosen instead. Under this arrangement, income is guaranteed until payments
equal the amount applied. if the person named lives beyond the guaranteed
payments, payments continue until his or her death.

We guarantee each payment will be at least the amount shown in the following
table. By age we mean the named person's age on his or her birthday nearest the
plan's effective date. Amounts for ages not shown are available on request.






MFPLS87                             - 33 -                            SPECIMEN

<PAGE>   34



                           TABLE FOR INCOME FOR LIFE
                   (Monthly Payments for Each $1,000 Applied)

<TABLE>
<CAPTION>
                      10 Years           20 Years        Refund
         Age          Certain             Certain        Certain
      --------        -------            --------        -------
      <S>              <C>                <C>             <C>     
        0-10           $3.24              $3.23              $3.22
         15             3.32              3.31                3.30
         20             3.41              3.40                3.39
         25             3.52              3.51                3.50
         30             3.66              3.64                3.63
         35             3.84              3.81                3.79
         40             4.07              4.00                3.99
         45             4.36              4.23                4.24
         50             4.71              4.50                4.54
         55             5.14              4.79                4.92
         60             5.68              5.10                5.39
         65             6.35              5.38                6.01
         70             7.17              5.60                6.83
         75             8.07              5.72                7.94
         80             8.93              5.75                9.48
      85 & over         9.54              5.75               -----
</TABLE>                                                  


<TABLE>
<CAPTION>
                                PAYMENTS TO A FEMALE
                      10 Years           20 Years             Refund 
         Age          Certain             Certain             Certain
      --------        -------            --------             -------
      <S>              <C>                <C>                 <C>
        0-10           $3.17              $3.16                  $3.15
         15             3.23              3.22                    3.21
         20             3.30              3.29                    3.28
         25             3.39              3.38                    3.37
         30             3.50              3.49                    3.48
         35             3.64              3.62                    3.61
         40             3.81              3.78                    3.77
         45             4.04              3.99                    3.98
         50             4.33              4.23                    4.24
         55             4.70              4.53                    4.57
         60             5.17              4.87                    4.99
         65             5.80              5.22                    5.55
         70             6.63              5.51                    6.32
         75             7.64              5.68                    7.39
         80             8.64              5.74                    8.85
      85 & over         9.33              5.75                   -----
</TABLE>



PLAN 3.  INTEREST PAYMENT

Amounts can be left with us to earn interest at an annual rate of at least 3%.
Interest payments can be made annually, semi-annually, quarterly or monthly.

PLAN 4.  INCOME OF A FIXED AMOUNT

Payments of an agreed fixed amount are made annually, semi-annually, quarterly
or monthly. The fixed amount per year must be at least $60 for each $1,000 of
the amount applied. The amount applied will earn interest at an annual rate of






MFPLS87                             - 34 -                            SPECIMEN

<PAGE>   35


<TABLE>
<S>                                   <C>
                                      at least 3%. Payments will continue until the amount applied and interest are            
                                      fully paid.                                                                              
                                                                                                                               
                                      PLAN 5.  JOINT LIFE INCOME                                                               
                                                                                                                               
                                      This plan is available if there are two persons named to receive payments. At            
                                      least one of the persons named must be either the owner or beneficiary of this           
                                      policy. Monthly payments are made as long as at least one of the named persons           
                                      is living. We guarantee the payments will be at least the amount shown in the            
                                      following table while both named persons are alive. When one dies, we guarantee          
                                      to continue paying the other at least two-thirds of the amount shown. by age we          
                                      mean the named person's age on his or her birthday nearest the plan's effective          
                                      date. Amounts for two males, two females, or for ages not shown in the table             
                                      below are available on request.                                                          
                                                                                                                               
                                                                                                                               
<CAPTION>
                                                                             TABLE OF JOINT LIFE INCOME
                                                                     (Monthly Payments for Each $1,000 Applied)       
                                                                  55          60          65          70           75          
                                                <S>               <C>          <C>         <C>         <C>         <C>         
                                                         50       $4.55        $4.76       $4.99       $5.26       $5.56       
                                                         55        4.75         4.99        5.27        5.59        5.95       
                                                         60        4.96         5.25        5.59        5.98        6.42       
                                                MALE AGE 65        5.18         5.53        5.94        6.43        6.99       
                                                         70        5.43         5.84        6.33        6.94        7.66       
                                                         75        5.69         6.16        6.73        7.49        8.41       

                                      PLAN 6.  ANNUITY PLAN                                                                    
                                                                                                                               
                                      An amount can be used to buy any single premium annuity we offer on the plan's           
                                      effective date. However, the annuity can be bought at a rate 3% less than the            
                                      rate new applicants pay. Annuities combine features of guaranteed income and             
                                      payment similar to plans 2 and 5.
</TABLE>


<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------

PAYMENTS WHEN NAMED PERSON DIES       When the person named to receive payments dies, we will pay any amounts still due
                                      as provided by the plan agreement.  The amounts still due are determined as
                                      follows:

                                           -       For plans 1, 2, or 4, any remaining guaranteed payments will be
                                                   continued.  Under plan 4, any unpaid proceeds with any accrued
                                                   interest may be paid in a single sum.  under plans 1 and 2, the
                                                   discounted values of the remaining guaranteed payments may be paid in
                                                   a single sum.  This means we deduct the amount of the interest each
                                                   remaining guaranteed payment would have earned had it not been paid
                                                   out early.  the discount interest rate is 3% for plan 1 and 3 1/2% for
                                                   plan 2.  But we will use the interest rate we used to calculate the
                                                   payment for plans 1 and 2, if they were not based on the table in this
                                                   policy.
                                           -       For plan 3, we'll pay the amount left with us and any accrued
                                                   interest.
                                           -       For plan 5, no amounts are payable after both named persons have died.
</TABLE>




MFPLS87                             - 35 -                            SPECIMEN
<PAGE>   36


<TABLE>
<S>                                   <C>
                                           -       For plan 6, the annuity agreement will state the
                                                   amount due, if any.
- -----------------------------------------------------------------------------------------------------------------------------------

                                      OTHER IMPORTANT INFORMATION                
- -----------------------------------------------------------------------------------------------------------------------------------

LIMITS ON OUR CONTESTING THIS         We rely on the statements made in the applications.  Legally, they are considered
POLICY                                representations, not warranties.  We can contest the validity of this policy if any
                                      material misstatements are made in the initial application, a copy of which is
                                      attached.  We can also contest the validity of any change in face amount requested
                                      by the owner if any material misstatements are made in any application required for
                                      that change.  We can also contest any amount of death benefit which would not be
                                      payable except for the fact that an additional premium was paid if any material
                                      misstatements are made in any application required with the premium.

                                      We won't contest the validity of this policy after this policy has been in effect
                                      during the lifetime of both insureds for two years from the date of issue.  We
                                      won't contest any change in face amount requested by the owner after the change has
                                      been in effect during the lifetime of both insureds for two years from the
                                      effective date of such change.  Nor will we contest any amount of death benefit
                                      attributable to an additional premium after it has been in effect during the
                                      lifetime of both insureds for two years from the date we receive and accept such
                                      premium.

                                      If this policy is reinstated, this provision will be measured from the effective
                                      date of the reinstated policy. 

- -----------------------------------------------------------------------------------------------------------------------------------

QUARTERLY REPORT                      We will send the owner a report four (4) times a policy year within 31 days after
                                      the end of each policy quarter.  The report will show the death benefit, cash
                                      surrender value and policy debt as of the end of the policy quarter.  The report
                                      will also show the allocation of the total investment base as of such date and the
                                      amounts deducted from or added to the total investment base since the last
                                      quarterly report.  The report will also include any other information that may be
                                      currently required by the insurance supervisory official of the jurisdiction in
                                      which this policy is delivered.

- -----------------------------------------------------------------------------------------------------------------------------------

CHANGING THIS POLICY                  This policy or any benefit riders may be changed to another plan of insurance
                                      according to our rules at the time of the change.

- -----------------------------------------------------------------------------------------------------------------------------------

POLICY CHANGES - APPLICABLE TAX       For you and the owner to receive the tax treatment accorded to life insurance under
LAW                                   Federal law, this policy must qualify initially and continue to qualify as life
                                      insurance under the Internal Revenue Code or successor law. Therefore, to maintain
                                      this qualification to the maximum extent permitted by law, we have reserved in this
                                      policy
</TABLE>



MFPLS87                             - 36 -                            SPECIMEN
<PAGE>   37


<TABLE>
<S>                                   <C>
                                      the right to return any premium payments that would cause this policy to
                                      fail to qualify as life insurance under applicable tax law as interpreted by us.
                                      Further, we reserve the right to make changes in this policy or its riders or to
                                      make distributions from this policy to the extent we deem it necessary to continue
                                      to qualify this policy as life insurance.  Any such changes will apply uniformly to
                                      all policies that are affected.  The owner will be given advance written notice of
                                      such changes.                  

- -----------------------------------------------------------------------------------------------------------------------------------

ERROR IN AGE OR SEX                   If an age or sex for either insured as stated in the application is wrong, it could
                                      mean the face amount or any other policy benefit is wrong.  Therefore, amounts
                                      payable under this policy or its riders will be what the premiums paid would have
                                      bought for the Guarantee Period at the true age or sex.

- -----------------------------------------------------------------------------------------------------------------------------------

SUICIDE                               If either insured commits suicide within two years from the date of issue, while
                                      sane or insane, we will pay only a limited benefit and then terminate this policy.
                                      The limited benefit will be the amount of the premiums paid less any policy debt.

                                      If either insured commits suicide, while sane or insane, within two years of the
                                      effective date of any increase in face amount requested by the owner, we will
                                      terminate the coverage attributable to such increase in face amount and pay only a
                                      limited benefit.  The limited benefit will be the amount of mortality cost
                                      deductions made for such increase.

                                      If either insured commits suicide, while sane or insane, within two years of any
                                      date we receive and accept an additional premium, we will terminate the coverage
                                      attributable to such additional premium and pay only a limited benefit.  The
                                      limited benefit will be the amount of such premium less any policy debt
                                      attributable to amounts borrowed during the two years from the date we receive and
                                      accept the additional premium. 

- -----------------------------------------------------------------------------------------------------------------------------------

ESTABLISHING SURVIVORSHIP             If we are unable to determine which of the insureds was the last survivor on the
                                      basis of the proofs of death provided to us, we shall consider Insured No. 1 to be
                                      the last surviving insured.    

- -----------------------------------------------------------------------------------------------------------------------------------

CLAIMS OF CREDITORS                   The proceeds of this policy will be free from creditors' claims to the extent
                                      allowed by law.                

- -----------------------------------------------------------------------------------------------------------------------------------

NON-PARTICIPATING                     This policy does not participate in the divisible surplus of Merrill Lynch.

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>





MFPLS87                              - 37 -                            SPECIMEN

<PAGE>   38




<TABLE>
<S>                                   <C>
AUTHORITY TO MAKE AGREEMENTS          All agreements made by us must be signed by our president or a vice president and
                                      by our secretary or an assistant secretary. No other person, including an insurance
                                      agent or broker, can:
                                           -       change any of this policy's terms;
                                           -       extend the time for paying premiums; or
                                           -       make any agreement binding on us.
- -----------------------------------------------------------------------------------------------------------------------------------

CHANGES IN POLICY COST FACTORS        Changes in policy cost factors (expense charges, current cost of insurance rates,
                                      loan charges) will be by class and based upon changes in future expectations for
                                      such elements as: mortality, persistency, expenses and taxes. Any change in policy
                                      cost factors will be determined in accordance with procedures and standards on
                                      file, if required, with the insurance supervisory official of the jurisdiction in
                                      which this policy is delivered.

- -----------------------------------------------------------------------------------------------------------------------------------

MATURITY DATE OF THIS POLICY          On the maturity date of this policy shown in Policy Schedule 2, we will pay the
                                      owner the net cash surrender value if either insured is then living.  The net cash
                                      surrender value may be paid in cash or under one or more income plans.  See
                                      Choosing An Income Plan.       

- -----------------------------------------------------------------------------------------------------------------------------------

REQUIRED NOTE ON OUR COMPUTATIONS     Our computations of reserves, each surrender values, fixed base and the maximum
                                      mortality costs are based on the mortality table and interest at the rate shown in
                                      Policy Schedule 2.  In calculating the maximum mortality costs, we use the exact
                                      ages of both insureds and their individual mortality costs to determine annual
                                      mortality costs for the joint and last survivor status.  When making our
                                      computations, we assume that death claims are paid immediately. Mortality and
                                      expense risks of Merrill Lynch shall not adversely affect the dollar amount of
                                      insurance benefits or cash surrender values.

                                      We have filed a detailed statement of our computations with the insurance
                                      supervisor of the state or jurisdiction where this policy is delivered.  All policy
                                      values equal or exceed those required by the law of that state or jurisdiction.
                                      Any benefit provided by an attached rider will not increase these values unless
                                      stated in that rider.
</TABLE>





MFPLS87                             - 38 -                            SPECIMEN

<PAGE>   39



<TABLE>
<S>                                   <C>
- -----------------------------------------------------------------------------------------------------------------------------------

FLEXIBLE PREMIUM JOINT AND LAST       Variable life insurance payable upon death of the last surviving insured.  Death
SURVIVOR VARIABLE LIFE INSURANCE      benefit subject to guaranteed minimum during Guarantee Period.  Guaranteed minimum
POLICY                                is policy's face amount.  Flexible premiums.  Non-participating.  Investment
                                      results reflected in policy benefits.
</TABLE>





MFPLS87                             - 39-                            SPECIMEN



<PAGE>   1


                                                           EXHIBIT 1.A.(5)(b)(1)

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>
[LOGO] MERRILL   Merrill Lynch Life Insurance Company                                                                   LITTLE ROCK,
         LYNCH                                                                                                              ARKANSAS

- ------------------------------------------------------------------------------------------------------------------------------------

                                  BACKDATING ENDORSEMENT


- ------------------------------------------------------------------------------------------------------------------------------------

ENDORSEMENT DATA                  Insured: RICHARD ROE

                                  Policy Number: SPECIMEN

                                  Policy Date: Nov. 28, 1990

                                  Endorsement Effective Date: Nov. 28, 1990

- ------------------------------------------------------------------------------------------------------------------------------------

                                  Endorsed on This Policy on its Date of Issue:

                                  For the policy processing period beginning on the policy date we will calculate the net rate of
                                  return for an investment division as follows:

                                           (1)     For the period from the policy date to the Endorsement Effective Date we will
                                                   credit interest at the rate used in our computations shown in Policy Schedule 2.

                                           (2)     For the period from the Endorsement Effective Date to the next policy processing
                                                   date, we will credit the division's net rate of return for such period.




                                      /s/  BARRY G. SKOLNICK                     /s/  THOMAS H. PATRICK  
                                      ----------------------                     ------------------------
                                           Barry G. Skolnick                         Thomas H. Patrick
                                              Secretary                                 President
</TABLE>





MBDR87                             SPECIMEN

<PAGE>   1


                                                        EXHIBIT 1.A.(5)(b)(2)(a)

<TABLE>
<S>               <C>

                          ----------------------------------------------------------------------------------------------------------
MERRILL LYNCH             Merrill Lynch Life Insurance Company                                                          LITTLE ROCK,
                                                                                                                            ARKANSAS

                                                                                                                                    
                          ----------------------------------------------------------------------------------------------------------


                          GUARANTEE OF INSURABILITY RIDER

                          This rider gives the owner the right to pay the planned periodic premiums shown in Policy Schedule 1
                          without our requiring a medical examination or other proof that you are still insurable.
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT FOR           -       We must receive the planned periodic premium while you
EACH PLANNED                      are alive and not more than 30 days before or 30 days
PERIODIC PREMIUM                  after a date shown in Policy Schedule 1 on which
UNDER THIS RIDER                  planned periodic premiums may be paid.
                          -       If the owner does not make a planned periodic premium within the period indicated, 
                                  this rider will end.
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
CHARGE FOR                The charge, if any, for this rider is shown in Policy
THIS RIDER                Schedule 3.  This charge will be deducted from the investment base on the policy processing date after the
                          policy date while this rider is in effect.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
WHEN THIS                 This rider will end on the earliest of the following:
RIDER ENDS                  -     Upon written request from the owner;
                            -     30 days after the last date shown in Policy Schedule 1 on which a planned periodic premium may be
                                  paid.
                            -     The failure to make a planned periodic premium payment within the period indicated above; or
                            -     The date this policy ends.
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
                          This rider is part of the policy to which it's attached.





                    /s/  BARRY G. SKOLNICK                            /s/  THOMAS H. PATRICK  
                    ------------------------                          ------------------------
                          Barry G. Skolnick                                  Thomas H. Patrick
                            Secretary                                          President
</TABLE>





MG1OFPL87
                                    SPECIMEN

<PAGE>   1


                                                        EXHIBIT 1.A.(5)(b)(2)(b)

<TABLE>
<S>                       <C>  
                                                                                                                                    
                          ----------------------------------------------------------------------------------------------------------
[LOGO] MERRILL LYNCH      Merrill Lynch Life Insurance Company                                                          LITTLE ROCK,
                                                                                                                            ARKANSAS


                                                                                                                                    
                          ----------------------------------------------------------------------------------------------------------


                          GUARANTEE OF INSURABILITY RIDER

                          This rider gives the owner the right to pay the planned periodic premiums shown in Policy Schedule 1
                          without our requiring a medical examination or other proof that you are still insurable.  This rider also
                          gives the owner the right to continue to pay planned periodic premiums in the event that one of the
                          insureds dies, provided all such premiums have been paid as elected.
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
REQUIREMENT FOR           -       We must receive the planned periodic premium while you are alive and not more than 30 days before
EACH PLANNED                      or 30 days after a date shown in Policy Schedule 1 on which planned periodic premiums may be paid.
PERIODIC PREMIUM          -       If the owner does not make a planned periodic premium within the period indicated, this rider will
UNDER THIS RIDER                  end.                                                                                             
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
CHARGE FOR                The charge, if any, for this rider is shown in Policy Schedule 3.  This charge will be deducted from the
THIS RIDER                investment base on the policy processing date after the policy date while this rider is in effect.
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
WHEN THIS                 This rider will end on the earliest of the following:
RIDER ENDS                  -     Upon written request from the owner;
                            -     30 days after the last date shown in Policy Schedule 1 on which a planned periodic premium may be
                                  paid.
                            -     The failure to make a planned periodic premium payment within the period indicated above; or
                            -     The date this policy ends.
                                                                                                                                    
- ------------------------------------------------------------------------------------------------------------------------------------
                          This rider is part of the policy to which it's attached.





                     /s/  BARRY G. SKOLNICK                             /s/  THOMAS H. PATRICK  
                     -------------------------                          ------------------------
                          Barry G. Skolnick                                  Thomas H. Patrick
                            Secretary                                          President
</TABLE>





MG10FPLS87
                                    SPECIMEN

<PAGE>   1


                                                        EXHIBIT 1.A.(5)(b)(3)(a)

<TABLE>
<S>                       <C>
                                                                                      
                          ----------------------------------------------------------------------------------------------------------
[LOGO]
MERRILL LYNCH             MERRILL LYNCH LIFE INSURANCE COMPANY                                LITTLE ROCK,
                                                                                                  ARKANSAS


                                                                                      
                          ----------------------------------------------------------------------------------------------------------


                          SINGLE PREMIUM IMMEDIATE ANNUITY RIDER

                          This rider provides income payments to the owner for a fixed period.  Policy Schedule R shows when
                          payments start and end, how often payments will be made and the amount of each payment.

                          In this rider, the Policy Schedule R is Policy Schedule R-SPIA.  In this rider, as in the basic policy,
                          the word you refers to the insured shown in Policy Schedule R.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
SINGLE PREMIUM            Policy Schedule R shows the single premium which is payable for this rider.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
RIDER DATE                The rider's date of issue is the same as this policy's
OF ISSUE                  unless a later date is shown in Policy Schedule R.  This rider takes effect on its date of issue or when
                          the single premium is paid, whichever is later.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
RIDER DATE                The rider date is used to determine rider payment dates, rider years and anniversaries.  It is the same as
                          the policy date, unless a later date is shown in Policy Schedule R.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
RIDER VALUE               The rider value at the end of each rider year is shown in Policy Schedule R.  For any date other than a
                          rider anniversary, the rider value is adjusted for the lapse of time and income payments made since the
                          last rider anniversary.  Values for dates not shown are available on request.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
DEATH BENEFIT             If we receive proof that you have died and you are the owner of this policy, we will pay the rider value
                          in a lump sum to the beneficiary designated under the basic policy.  If you are not the owner of this
                          policy, see IF THIS POLICY ENDS.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME PAYMENTS           The income payments designated in Policy Schedule R
TO THE OWNER              represent the payments which are guaranteed.  We may from time to time pay amounts in excess of those
                          guaranteed.

- ------------------------------------------------------------------------------------------------------------------------------------
RIDER BENEFITS            During your lifetime, the owner can surrender this rider to
FOR THE OWNER             receive the rider value under one of the income plans described below.  We'll issue a separate written
                          agreement putting the income plan into effect.

                          INCOME FOR A FIXED PERIOD
                          The owner may elect to receive the rider value in installments over a specified period of years.  The
                          frequency of payments and the specified period are shown in Policy Schedule R.  The interest rate that we
                          use in our
</TABLE>





MSPIAC86-S                               -1-                            SPECIMEN
<PAGE>   2
<TABLE>
<S>                       <C>
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
RIDER BENEFITS            calculations will be that in effect at the date of surrender as declared by us from time to time.
FOR THE OWNER             
(Continued)

                          INCOME FOR LIFE
                          The owner may elect an income payable over the owner's lifetime.  Payment will be made to the owner in
                          equal monthly installments and guaranteed for at least 10 years.  If the owner lives beyond the period
                          certain, payments will continue while the owner is alive.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
                          We guarantee each payment will be at least the amount shown in the following table.  By age, we mean the
                          owner's age on the owner's birthday nearest the plan's effective date.  Amounts for ages not shown are
                          available on request.

                                                           TABLES FOR INCOME FOR LIFE                                      
                                                     (Monthly Payments for Each $1,000 Applied)                               

                                              10 Years certain                        10 Years Certain          
                                                                                                                     
                              Age            Male         Female            Age           Male        Female Age  
                             -----         -------      ---------          -----         -------     ------------ 
                              0-10          $3.24         $3.17              50           $4.71         $4.33      
                               15            3.32          3.23              55            5.14          4.70      
                               20            3.41          3.30              60            5.68          5.17      
                               25            3.52          3.39              65            6.35          5.80      
                               30            3.66          3.50              70            7.17          6.63      
                               35            3.84          3.64              75            8.07          7.64      
                               40            4.07          3.81              80            8.93          8.64      
                               45            4.36          4.04           85 & over        9.54          9.33      


                          LOAN VALUE
                          This rider has no loan value and has no effect on the loan values under the basic policy.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
IF THIS POLICY            During your lifetime, if this policy is terminated by us or surrendered by the owner for its net cash 
ENDS                      value, this rider will end.  If you die and you are not the owner of this policy, this rider will also
                          end.  Unless the owner instructs us to apply the rider value under one of the income plans described
                          above, we will continue the terms of this rider under a separate written agreement.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
DEATH OF OWNER            If you are not the owner of this policy and the owner dies
OTHER THAN                before all amounts payable under this rider have been
INSURED                   distributed, the remaining payments will be continued to the new owner of this policy in accordance with
                          the method and timing of payments being used as of the date of the owner's death.
</TABLE>





MSPIAC86-S                               -2-                            SPECIMEN
<PAGE>   3
<TABLE>
<S>                       <C>
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
REQUIRED NOTE             Our computation of rider values is based on interest at the
ON OUR                    annual rate fixed by us as of the rider date of issue, but
COMPUTATIONS              will not be more than the maximum allowed by the insurance laws 
                          and regulations in the state of jurisdiction.

                          We have filed a detailed statement of our computations with the 
                          insurance supervisor of the state or jurisdiction where this policy 
                          is delivered.  The values equal or exceed those required by the law of that
                          state of jurisdiction.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
WHEN THIS RIDER           This rider will end on the earliest of the following:
ENDS                        -     All payments due under this rider have been made;
                            -     You die prior to the date the last payment is due; or
                            -     The date this policy ends.
                                                                              
- ------------------------------------------------------------------------------------------------------------------------------------
                          This rider is part of the policy to which it's attached.



                          /s/  BARRY G. SKOLNICK                    /s/  THOMAS H. PATRICK  
                          ------------------------                  ------------------------
                          Barry G. Skolnick                         Thomas H. Patrick
                          Secretary                                 President
</TABLE>





MSPIAC86-S                               -3-                            SPECIMEN
<PAGE>   4
                             POLICY SCHEDULE R-SPIA

<TABLE>
                 <S>                           <C>                      <C>              <C>
                             INSURED           RICHARD  ROE
                               OWNER           RICHARD  ROE
                 RIDER DATE OF ISSUE           Nov. 29, 1990            ISSUE AGE/SEX    35 Male
                          RIDER DATE           Nov. 29, 1990            SINGLE PREMIUM   16,569.18


                     SINGLE PREMIUM IMMEDIATE ANNUITY RIDER

- ------------------------------------------------------------------------------------------------------------------------------------
INCOME PAYMENTS  This rider provides income payments to the owner as follows:
TO THE OWNER
                 -       The fixed period is 6 years.
                 -       Payments begin on November 30, 1991 and will be made on the 30th day of the month each year
                         thereafter.
                 -       The last payment is due on November 30, 1996.
                 -       The Guaranteed Income Payments are:
                         -        3,430.83 during the first five (5) years of the fixed period, and
                         -        3,430.83 during the next one (1) years of the fixed period.
- ------------------------------------------------------------------------------------------------------------------------------------
RIDER VALUE      The rider value on the rider date is $15,740.72.

                 The rider value at the end of each rider year is:


                   End of                    Rider            End of                 Rider
                 Rider Year                  Value          Rider Year               Value
                 ----------                  -----          ----------               -----
                     <S>                   <C>                   <C>                   <C>
                     1                     $13,609               6                     $0
                     2                      11,300
                     3                       8,802
                     4                       6,097
                     5                       3,169
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME FOR A     The owner may elect to receive the rider value in equal
FIXED PERIOD     installments as follows:

                 -       Installments will be made annually.
                 -       Fixed period will be five (5) years.
</TABLE>





SCH7                                                                            
                                  SPECIMEN                POLICY SCHEDULE R-SPIA

<PAGE>   1


                                                        EXHIBIT 1.A.(5)(b)(3)(b)
<TABLE>
<S>                            <C>
                                                                                 
                               -----------------------------------------------------------------------------------------------------
[LOGO]     MERRILL             Merrill Lynch Life Insurance Company                                                     LITTLE ROCK,
          LYNCH                                                                                                             ARKANSAS

                                                                                 
                               -----------------------------------------------------------------------------------------------------

                               SINGLE PREMIUM IMMEDIATE ANNUITY RIDER
                               This rider provides income payments to the owner for a fixed period.  Policy Schedule R shows when
                               payments stare and end, how often payments will be made and the amount of each payment.

                               In this rider, the Policy Schedule R is Policy Schedule R-SPIA.

- ------------------------------------------------------------------------------------------------------------------------------------

SINGLE PREMIUM                 Policy Schedule R shows the single premium which is payable for this rider.

- ------------------------------------------------------------------------------------------------------------------------------------

RIDER DATE OF                  This rider's date of issue is the same as this policy's unless a later date is shown in Policy 
ISSUE                          Schedule R.  This rider takes effect on its date of issue or when the single premium is paid, 
                               whichever is later.

- ------------------------------------------------------------------------------------------------------------------------------------

RIDER DATE                     The rider date is used to determine rider payment dates, rider years and anniversaries.  It is the
                               same as the policy date, unless a later date is shown in Policy Schedule R.

- ------------------------------------------------------------------------------------------------------------------------------------

DEATH BENEFIT                  If we receive proof that the last surviving insured has died and the last surviving insured is the
                               owner of this policy, we will pay the rider value in a lump sum to the beneficiary designated under
                               the basic policy.  If the last surviving insured is not the owner of this policy, see If This Policy
                               Ends.

- ------------------------------------------------------------------------------------------------------------------------------------

INCOME PAYMENTS                The income payments designated in Policy Schedule R represent the payments which are guaranteed.  
TO THE OWNER                   We may from time to time pay amounts in excess of those guaranteed.

- ------------------------------------------------------------------------------------------------------------------------------------

RIDER BENEFITS                 During the lifetime of the last surviving insured, the owner can surrender this rider to receive the 
FOR THE OWNER                  rider value under one of the income plans described below.  We'll issue a
</TABLE>





MSPIARLS87                           - 1 -                            SPECIMEN
<PAGE>   2
<TABLE>
<S>                            <C>
                               separate written agreement putting the income plan into effect.

RIDER BENEFITS                 INCOME FOR A FIXED PERIOD
FOR THE OWNER                  The owner may elect to receive the rider value in installments over a specified period of years.  
(CONTINUED)                    The frequency of payments and the specified period are shown in Policy Schedule R.  The interest 
                               rate that we use in our calculations will be that in effect at the date of surrender as declared 
                               by us from time to time.

                               INCOME FOR LIFE
                               The owner may elect an income payable over the owner's lifetime.  Payment will be made to the owner
                               in equal monthly installments and guaranteed for at least 10 years.  If the owner lives beyond the
                               period certain, payments will continue while the owner is alive.

                               We guarantee each payment will be at least the amount shown in the following table.  By age, we mean
                               the owner's age on the owner's birthday nearest the plan's effective date.  Amounts for ages not
                               shown are available on request.

                                                          TABLES FOR INCOME FOR LIFE                           
                                                  (Monthly Payments for Each $1,000 Applied)                   
                                                                                                               

                                           10 Years Certain                                   10 Years Certain 
                               Age         Male       Female                 Age              Male       Female
                               ---         -----------------                 ---              -----------------
                               0-10        $3.24       $3.17                  50              $4.71       $4.33
                                15          3.32        3.23                  55              5.14         4.70
                                20          3.41        3.30                  60              5.68         5.17
                                25          3.52        3.39                  65              6.35         5.80
                                30          3.66        3.50                  70              7.17         6.63
                                35          3.84        3.64                  75              8.07         7.64
                                40          4.07        3.81                  80              8.93         8.64
                                45          4.36        4.04              85 & over           9.54         9.33

                               LOAN VALUE
                               This rider has no loan value and has no effect on the loan values under the basic policy.

- ------------------------------------------------------------------------------------------------------------------------------------

IF THIS POLICY ENDS            During the lifetime of the last surviving insured, if this policy is terminated by us or surrendered
                               by the owner for its net cash surrender value, this rider will end.  If the last surviving insured
                               dies and the last surviving insured is not the owner of this policy, this rider will also end.
                               Unless the owner instructs use to apply the rider value under one of the income plans described
                               above, we will
</TABLE>





MSPIARLS87                           - 2 -                            SPECIMEN
<PAGE>   3
                               continue the terms of this rider under a
                               separate written agreement.





MSPIARLS87                           - 3 -                            SPECIMEN
<PAGE>   4
<TABLE>
<S>                            <C>
- ------------------------------------------------------------------------------------------------------------------------------------
DEATH OF OWNER                 If the owner dies before a death benefit is payable under this policy and before all amounts payable
                               under this rider have been distributed, the remaining payments will be continued to the new owner of
                               this policy in accordance with the method and timing of payments being used as of the date of the
                               owner's death.

- ------------------------------------------------------------------------------------------------------------------------------------

REQUIRED NOTE ON               Our computation of rider values is based on interest at the annual rate fixed by us as the rider 
OUR COMPUTATIONS               date of issue, but will not be more than the maximum allowed by the insurance laws and regulations 
                               in the state of jurisdiction.

- ------------------------------------------------------------------------------------------------------------------------------------

WHEN THIS RIDER ENDS           This rider will end as soon as one of the following occurs:
                               -           All payments due under this rider have been made:
                               -           The last surviving insured dies prior to the date the last payment is due; or
                               -           The date this policy terminates.

- ------------------------------------------------------------------------------------------------------------------------------------

                               This rider is part of the policy to which it's attached.



                               /s/  BARRY G. SKOLNICK       /s/  THOMAS H. PATRICK  
                               ------------------------     ------------------------
                               Barry G. Skolnick            Thomas H. Patrick
                                  Secretary                    President
</TABLE>





MSPIARLS87                           - 4 -                            SPECIMEN
<PAGE>   5

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                POLICY SCHEDULE R-SPIA

<S>                               <C>
         Insured No. 1           RICHARD ROE
         Insured No. 2           JANE ROE
   No. 1 ISSUE AGE/SEX           35 Male                   No. 2 ISSUE AGE/SEX               35 Female
         SINGLE PREMIUM          $10,000.00                OWNER                             Richard Roe
   RIDER DATE OF ISSUE           November 30, 1990         RIDER DATE                        December 3, 1990

                                                SINGLE PREMIUM IMMEDIATE ANNUITY RIDER

- ------------------------------------------------------------------------------------------------------------------------------------
Income Payments                   This rider provides income payments to the owner as follows:
to the Owner                      -        The fixed period is 10 years.
                                  -        Payments begin on March 3, 1991 and will be made on the 3rd day of the month each three
                                           month period thereafter.
                                  -        The last payment is due on December 3, 2000.
                                  -        The Guaranteed Income Payments are:
                                           -       347.38 during the first five (5) years of the fixed period, and
                                           -       347.38 during the next one (5) years of the fixed period.
- ------------------------------------------------------------------------------------------------------------------------------------
Rider Value                       The rider value on the rider date id $9,500.00.

                                  The rider value at the end of each rider year is:

                                           End of           Rider        End of        Rider
                                      Rider Year            Value      Rider Year      Value
                                      ----------            -----      ----------      -----

                                              1             $8,852           6         $4,716
                                              2              8,151           7          3,673
                                              3              7,391           8          2,545
                                              4              6,569           9          1,323
                                              5              5,679           10             0
- ------------------------------------------------------------------------------------------------------------------------------------
Income for a                      The owner may elect to receive the rider value in equal installments as follows:
                                  -        Installments will be made quarterly.
                                  -        Fixed period will be five (5) years.
</TABLE>





SCH7                                                                   
                                   SPECIMEN               POLICY SCHEDULE R-SPIA


<PAGE>   1


                                                           EXHIBIT 1.A.(5)(b)(4)
<TABLE>
<S>                       <C>
                          ----------------------------------------------------------------------------------------------------------
[LOGO]MERRILL
      LYNCH               Merrill Lynch Life Insurance Company                                                          LITTLE ROCK,
                                                                                                                            ARKANSAS

                                                                                      
                          ----------------------------------------------------------------------------------------------------------

                                  FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR PARTIAL WITHDRAWAL RIDER

                                  This rider gives the owner the right to make partial withdrawals during the period shown in Policy
                                  Schedule 2 subject to the requirements below.

- ------------------------------------------------------------------------------------------------------------------------------------

REQUIREMENTS FOR
EACH PARTIAL
WITHDRAWAL                        Each partial withdrawal is subject to the following requirements:
                                  -        The minimum and maximum amount of a partial withdrawal are permitted are shown in Policy
                                           Schedule 2.
                                  -        The amount of a partial withdrawal may not exceed the loan value as of the effective date
                                           of a partial withdrawal, less any existing policy debt as of such date.
                                  -        A partial withdrawal may be repaid.
- ------------------------------------------------------------------------------------------------------------------------------------

REQUESTING A PARTIAL
WITHDRAWAL                        The request for a partial withdrawal must be in a form satisfactory to us.  The EFFECTIVE DATE of
                                  the withdrawal will be the date the request is received at our Service Center.
- ------------------------------------------------------------------------------------------------------------------------------------

EFFECT OF A PARTIAL
WITHDRAWAL ON TOTAL
INVESTMENT BASE, NET
CASH SURRENDER VALUE
AND DEATH BENEFIT                 As of the effective date of a partial withdrawal:
                                  -        The total investment base, net cash surrender value and fixed base of this policy will be
                                           reduced by the partial withdrawal.
                                  -        The reduction in the total investment base will be allocated among the investment
                                           divisions in accordance with the owner's instructions.  If no such instructions are
                                           received by us, allocation will be among the investment divisions in proportion to the
                                           investment base in each division as of the division in proportion to the
</TABLE>





MPWRFPLS87(5/89)                           SPECIMEN                      6/20/89
<PAGE>   2
<TABLE>
<S>                               <C>
                                           investment base in each division as of the effective date of the partial withdrawal.
                                  -        The Variable Insurance Amount will reflect the partial withdrawal.
                                  -        Any amounts payable under the SUICIDE and LIMITS ON OUR CONTESTING THIS POLICY provisions
                                           of this policy will be reduced by the amount of partial withdrawals, unless the death
                                           benefit payable under this policy has already been reduced to reflect the partial
                                           withdrawal.

                                  As of the policy processing date on or next following the effective date of a partial withdrawal
                                  the guaranteed benefits will decrease.  See EFFECT OF A PARTIAL WITHDRAWAL ON GUARANTEED BENEFITS.
- ------------------------------------------------------------------------------------------------------------------------------------

EFFECT OF A PARTIAL
WITHDRAWAL ON
GUARANTEED BENEFITS               As of the policy processing date on or next following the effective date of a partial withdrawal:

                                  (1)      We take the fixed base as of such date.
                                  (2)      We will apply the amount in (1) as a net single premium for the Guarantee Period to
                                           reduce the face amount of this policy.  See NOTE ON OUR COMPUTATIONS.
                                  (3)      If the face amount in (2) is less than the greater of:
                                           (a)     the minimum face amount for which we would then issue this policy based on the
                                                   sex and attained age of each insured and underwriting class as of the policy
                                                   processing date on or next following the effective date of the partial
                                                   withdrawal; or
                                           (b)     the minimum amount required to keep this policy qualified as life insurance under
                                                   applicable tax laws.
                                           We will set the face amount at such minimum and redetermine the Guarantee Period based on
                                           this face amount, the amount in (1) and the sex and attained age of each insured and
                                           underwriting class.
- ------------------------------------------------------------------------------------------------------------------------------------

WHEN WE WILL PAY
THE PARTIAL
WITHDRAWAL                        We'll usually pay the amount of the partial withdrawal to the owner within 7 days after we
                                  received a request satisfactory to us.  But we may delay paying the amount of the partial
                                  withdrawal when:
</TABLE>





MPWRFPLS87(5/89)                           SPECIMEN                      6/20/89
<PAGE>   3
<TABLE>
                                  <S>      <C>
                                  -        the NYSE is closed for trading;
                                  -        the SEC determines that a state of emergency exists; or
                                  -        an ordered of the SEC permits a delay for the protection of policyowners.
</TABLE>





MPWRFPLS87(5/89)                    SPECIMEN                             6/20/89
<PAGE>   4
<TABLE>
<S>                               <C>
- ------------------------------------------------------------------------------------------------------------------------------------

NOTE ON OUR
COMPUTATIONS                      Our computations will be based on the interest rate shown in Policy Schedule 2 and the guaranteed
                                  maximum cost of insurance rates shown in Policy Schedule 5.

- ------------------------------------------------------------------------------------------------------------------------------------

NOTICE                            We will send the owner a notice of how the policy benefits are affected by a partial withdrawal.

- ------------------------------------------------------------------------------------------------------------------------------------

                                  This rider is part of the policy to which it's attached.



                                  /s/  BARRY G. SKOLNICK            /s/  THOMAS H. PATRICK  
                                  ------------------------          ------------------------
                                  Barry G. Skolnick                 Thomas H. Patrick
                                     Secretary                        President
</TABLE>





MPWRFPLS87(5/89)                           SPECIMEN                      6/20/89
<PAGE>   5
                               POLICY SCHEDULE 2
                                  (CONTINUED)

<TABLE>
<S>                               <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Policy Riders,                    Partial Withdrawal Rider
if any                                     -       Withdrawals permitted once per policy year beginning policy year 16.

                                           -       Maximum Withdrawal: 25% of premium. Minus any prior withdrawals, in policy year
                                                   16:  50% in policy year 17: 75% in policy year 18: and 10% in policy years 19 and
                                                   later.

                                           -       Minimum withdrawal: $500

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





SCH2                              SPECIMEN                     POLICY SCHEDULE 2
<PAGE>   6
                               POLICY SCHEDULE 2
                                  (CONTINUED)

<TABLE>
<S>                               <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Policy Riders,                    Partial Withdrawal Rider
if any                                     -       Withdrawals permitted once per policy year beginning policy year 2.

                                           -       Withdrawals permitted once per policy year beginning policy year 2.

                                           -       Maximum Withdrawal:
                                                   Withdrawal value is equal to 80% x (a+b) -b where:
                                                   a = current net cash surrender value, and
                                                   b = sum of all prior withdrawals.

                                           -       Minimum Withdrawal: $500
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





MPWRFPLS87(5/89)                           SPECIMEN                      6/20/89
SCH2                                       SPECIMEN            POLICY SCHEDULE 2

<PAGE>   1


                                                           EXHIBIT 1.A.(5)(b)(5)
<TABLE>
<S>                       <C>
                                                                                     
                          ----------------------------------------------------------------------------------------------------------
[LOGO]   MERRILL          Merrill Lynch Life Insurance Company                                                          LITTLE ROCK,
          LYNCH                                                                                                             ARKANSAS
                                                                                      
                          ----------------------------------------------------------------------------------------------------------

                                  FLEXIBLE PREMIUM PARTIAL WITHDRAWAL RIDER

                                  This rider gives the owner the right to make partial withdrawals during the period shown in Policy
                                  Schedule 2 subject to the requirements below.

- ------------------------------------------------------------------------------------------------------------------------------------

REQUIREMENTS FOR                  Each partial withdrawal is subject to the following
EACH PARTIAL                      requirements:
WITHDRAWAL                        -        The minimum and maximum amount of a partial withdrawal and the frequency at which
                                           withdrawals are permitted are shown in Policy Schedule 2.
                                  -        The amount of a partial withdrawal may not exceed the loan value as of the effective date
                                           of a partial withdrawal, less any existing policy debt as of such date.
                                  -        A partial withdrawal may be repaid.
- ------------------------------------------------------------------------------------------------------------------------------------

REQUESTING A PARTIAL              The request for a partial withdrawal must be in a form
WITHDRAWAL                        satisfactory to us.  The effective date of the withdrawal will be the date the request is received
                                  at our Service Center.

- ------------------------------------------------------------------------------------------------------------------------------------

EFFECT OF A PARTIAL               As of the effective date of a partial withdrawal:
WITHDRAWAL ON TOTAL               -        The total investment base, net cash surrender
INVESTMENT BASE, NET                       value and fixed base of this policy will be 
CASH SURRENDER VALUE                       reduced by the partial withdrawal.
AND DEATH BENEFIT                 -        The reduction in the total investment base will    be allocated among the investment
                                           divisions in accordance with the owner's instructions.  If no such instructions are
                                           received by us, allocation will be among the investment divisions in proportion to the
                                           investment base in each division as of the division in proportion to the investment base
                                           in each division as of the effective date of the partial withdrawal.
                                  -        The Variable Insurance Amount will reflect the partial withdrawal.
                                  -        Any amounts payable under the Suicide and Limits on Our Contesting This Policy provisions
                                           of this policy will be reduced by the amount of partial withdrawals, unless the death
                                           benefit payable under this policy has already been reduced to reflect the partial
                                           withdrawal.
</TABLE>





MPWRFP87(5/89)    SPECIMEN               1                               6/20/89
<PAGE>   2
<TABLE>
<S>                               <C>
                                  As of the policy processing date on or next following the effective date of a partial withdrawal
                                  the guaranteed benefits will decrease.  See EFFECT OF A PARTIAL WITHDRAWAL ON GUARANTEED BENEFITS.
- ------------------------------------------------------------------------------------------------------------------------------------

EFFECT OF A PARTIAL               As of the policy processing date on or next following
WITHDRAWAL ON                     the effective date of a partial withdrawal:
GUARANTEED BENEFITS
                                  (1)      We take the fixed base as of such date.
                                  (2)      We will apply the amount in (1) as a net single premium for the Guarantee Period to 
                                           reduce the face amount of this policy.  See NOTE ON OUR COMPUTATIONS.
                                  (3)      If the face amount in (2) is less than the greater of:
                                           (a)     the minimum face amount for which we would then issue this policy based on the
                                                   sex, attained age and underwriting class as of the policy processing date on or
                                                   next following the effective date of the partial withdrawal; or
                                           (b)     the minimum amount required to keep this policy qualified as life insurance under
                                                   applicable tax laws as interpreted by us.
                                           We will set the face amount at such minimum and redetermine the Guarantee Period based on
                                           this face amount, the amount in (1) and your sex, attained age and underwriting class.
- ------------------------------------------------------------------------------------------------------------------------------------

WHEN WE WILL PAY                  We'll usually pay the amount of the partial withdrawal to the owner within 7 days after we 
THE PARTIAL                       received a request satisfactory to us.  But we may delay paying the amount of the partial 
WITHDRAWAL                        withdrawal when:
                                  -        the NYSE is closed for trading;
                                  -        the SEC determines that a state of emergency exists; or
                                  -        an order of the SEC permits a delay for the protection of policyowners.
</TABLE>





MPWRFP87(5/89)    SPECIMEN             2                                 6/20/89
<PAGE>   3
<TABLE>
<S>                               <C>
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE ON OUR                       Our computations will be based on the interest rate shown in Policy Schedule 2 and the guaranteed 
COMPUTATIONS                      maximum cost of insurance rates shown in Policy Schedule 5.

- ------------------------------------------------------------------------------------------------------------------------------------

NOTICE                            We will send the owner a notice of how the policy benefits are affected by a partial withdrawal.

- ------------------------------------------------------------------------------------------------------------------------------------

                                  This rider is part of the policy to which it's attached.



                                  /s/  BARRY G. SKOLNICK            /s/  THOMAS H. PATRICK  
                                  ------------------------          ------------------------
                                  Barry G. Skolnick                 Thomas H. Patrick
                                     Secretary                        President
</TABLE>





MPWRFP87(5/89)    SPECIMEN                3                              6/20/89
<PAGE>   4
                               POLICY SCHEDULE 2
                                  (CONTINUED)

<TABLE>
<S>                               <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Policy Riders,                    Partial Withdrawal Rider
if any                                     -       Withdrawals permitted once per policy year beginning policy year 16.

                                           -       Maximum Withdrawal: 25% of premium, minus any prior withdrawals, in policy year
                                                   16:  50% in policy year 17: 75% in policy year 18: and 100% in policy years 19
                                                   and later.

                                           -       Minimum withdrawal: $500

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





SCH2                   SPECIMEN                                POLICY SCHEDULE 2
                                       4
<PAGE>   5
                               POLICY SCHEDULE 2
                                  (CONTINUED)

<TABLE>
<S>                               <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Policy Riders,                    Partial Withdrawal Rider
if any                                     -       Withdrawals permitted once per policy year beginning policy year 2.

                                           -       Maximum Withdrawal:
                                                   Withdrawal value is equal to 80% x (a+b) -b where:
                                                   a = current net cash surrender value, and
                                                   b = sum of all prior withdrawals.

                                           -       Minimum Withdrawal: $500
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





SCH2                    SPECIMEN                               POLICY SCHEDULE 2
                                       5

<PAGE>   1
                                                           EXHIBIT 1.A.(5)(b)(6)
<TABLE>
<CAPTION>
                 ------------------------------------------------------------------------------------------------------------------
[LOGO] MERRILL   Merrill Lynch Life Insurance Company                                                              LITTLE ROCK,
         LYNCH                                                                                                         ARKANSAS
<S>                             <C>                                                                              
                                                                                                                             
                 -----------------------------------------------------------------------------------------------------------------

                                CHANGE OF INSURED RIDER
                      
                                This rider gives the owner the right to change the insured under this policy once each policy year
                                as of a policy processing date.
                      
- -----------------------------------------------------------------------------------------------------------------------------------

REQUIREMENTS FOR                We will change the insured under this policy if:
CHANGE                          -        We are satisfied that under our rules the new insured qualifies in a standard underwriting
                                         class for the face amount of insurance determined below.
                                -        This policy is in force and there is no assignment on file with us.
                                -        There is an insurable interest between the owner of this policy and the new insured.
                                -        The attained ages as of the effective date of change of the original and new insureds are
                                         not less than the minimum nor more than the maximum ages shown in Policy Schedule 2.
                                -        The new insured was born prior to the policy date of this policy.
                                -        The new insured is alive on the effective date of change.
                                -        The new Guaranteed Period is not less than the minimum period for which we would then
                                         issue this policy based on the attained age of the new insured as of the effective date of
                                         change.
                                -        Any policy does debt is repaid before the change goes into effect.
                                -        There has been no other change of insured under this policy during the current policy
                                         year.
                      
- -----------------------------------------------------------------------------------------------------------------------------------
                      
REQUESTING A CHANGE             The owner and the new insured must provide us with satisfactory notice at our Service Center and
                                evidence of insurability for the new insured which is acceptable to us.  If the request for change
                                is approved by us, insurance on the new insured will take effect on the policy processing date on
                                or next following the date of approval if the new insured is then living.  This is the EFFECTIVE
                                DATE OF CHANGE.
</TABLE>





MCIRFP87         SPECIMEN
                                       1
<PAGE>   2
<TABLE>
<S>                             <C>
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                               
POLICY AFTER CHANGE             As of the effective date of change this policy will be changed as follows:
                                -        The issue age for the new insured will be the new insured's age as of the birthday nearest
                                         the policy date.
                                -        The guaranteed maximum cost of insurance rates will be those in effect on the policy date
                                         for a person with the same issue age, sex, and underwriting class as the new insured.
                                -        The Variable Insurance Amount will reflect the change of insured.
                                -        The guaranteed benefits will change as follows:
                                         (1)     We determine the fixed base of this policy as of the effective date of change
                                                 immediately before the change.
                                         (2)     We subtract from (1) the change of insured charge. This is the fixed base of this
                                                 policy as of the effective date of change immediately after the change.
                                         (3)     If the amount in (2) is positive, you must specify either the face amount or
                                                 Guarantee Period, but not both.
                                                 (a)      If you specify the face amount, we will solve for a new Guarantee Period.
                                                          Any excess of the amount required to increase the Guarantee Period to the
                                                          whole of life will be applied as a net single premium for the whole of
                                                          life to increase the new face amount.
                                                 (b)      If you specify the Guarantee Period, we will solve for a new face amount.
                                         (4)     If the amount in (2) is not positive, you must specify the face amount.  There
                                                 will be no Guarantee Period.
                               
- -----------------------------------------------------------------------------------------------------------------------------------
                               
NOTICE                          If the change takes effect, we will send the owner:
                                         -       A confirmation that we have changed the insured under this policy; and
                                         -       New Policy Schedule pages reflecting the changes above.
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
                               
                                This rider is part of the policy to which it's attached.
                               
                                /s/  BARRY G. SKOLNICK            /s/  THOMAS H. PATRICK  
                                ------------------------          ------------------------
                                Barry G. Skolnick                 Thomas H. Patrick
                                   Secretary                        President
</TABLE>





MCIRFP87         SPECIMEN
                                       2
<PAGE>   3
                                POLICY SCHEDULE 2
                                 (CONTINUED)

<TABLE>
<S>                             <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Policy Riders,                  Change of Insured Rider
if any                                   -       Minimum attained age of either insured is 21.
                                         -       Maximum attained age of either insured is 75.
                                
                                                                                                                                   
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>





SCH2         SPECIMEN             3                            POLICY SCHEDULE 2

<PAGE>   1



                                                             EXHIBIT 1.A.(10)(a)
<TABLE>
<CAPTION>
<S>                                                                                                                              <C>
                                                 MERRILL LYNCH LIFE INSURANCE COMPANY

                                                                                     LITTLE ROCK, ARKANSAS

- ------------------------------------------------------------------------------------------------------------------------------------

                               Merrill Lynch             Variable Life Insurance                                  Policy Number
   Account Number                                              Application
                  -----------                                             
- ------------------------------------------------------------------------------------------------------------------------------------
   Ab PROPOSED INSURED NO. 1                                        Ab PROPOSED INSURED NO. 2 (IF JOINT AND LAST SURVIVOR)
   
   [ ]MR.  [ ]MRS.  [ ]MISS  [ ]MS.  [ ]OTHER     FIRST NAME        [ ]MR.  [ ]MRS.  [ ]MISS  [ ]MS.  [ ]OTHER   
                                             -----          -----                                             ---
     M.I.     LAST                                                  FIRST NAME     M.I.     LAST        
   -     ----     -----                                                       -----    ----     --------
   ADDRESS                                                          ADDRESS                             
          -----------------------------                                    -----------------------------
   CITY        STATE          ZIP        SEX     HEIGHT     FT      CITY                  STATE          ZIP              
       --------     ----------   --------   ----       ----   ---       ------------------     ----------   --------------
     INS. WEIGHT            LBS.                                    SEX     HEIGHT     FT      INS. WEIGHT            LBS.
   --           ------------                                           ----       ----   ------           ------------    
   MARITAL          SOC. SEC.                                       MARITAL          SOC. SEC.
   STATUS           NUMBER                                          STATUS           NUMBER               
         --------         ---------------                                 --------         ---------------
   HOME                     BUSINESS                                HOME             BUSINESS
   PHONE(  )      PHONE (  )                                        PHONE(  )        PHONE (  )         
            ------          --------                                         --------          ---------
   DATE OF PLACE OF         AGE NEAREST                             DATE OF PLACE OF         AGE NEAREST
   BIRTH     BIRTH          BIRTHDAY                                BIRTH     BIRTH          BIRTHDAY        
        -----     ----              --------                             ---       ----              --------
   OCCUPATION/DUTIES                                                OCCUPATION/DUTIES                   
                    -------------------                                              -------------------
                                                                    RELATIONSHIP TO NO. 1              
                                                                                         --------------
   
   Ba OWNER                                                         C BENEFICIARY DESIGNATION           A proposed insured
   [ ]Proposed Insured No.1[ ]Proposed Insured No.2                                                 cannot be the beneficiary.
   [ ]Both Proposed Insured  with right of survivorship [  ]Other   Show name(s) and relationship(s) to proposed insured(s).
   (if other complete below)
   FIRST NAME(S)       M.I.     LAST                                                                           
                ------     ----     -----------                                                                Relationship(s) 
   ADDRESS                                                          Primary Beneficiary(ies):        to be proposed insured(s)
          -------------------------------------                                                                               
   CITY          STATE          ZIP                                                                                           
       ----------     ----------   ------------                     -----------------------------    -------------------------
   TELE-                             SOC. SEC.                                                                                
                                                                    -----------------------------    -------------------------
   PHONE (   )              OR TAX ID NO.             
               ---------                 -------                    Contingent Beneficiary(ies):     
   RELATIONSHIP TO PROPOSED INSURED(S)#1  #2                        
                                        --  --                                                       
   Bb Contingent Owner (Optional)                                                                                             
                                                                    -----------------------------    -------------------------
                                                                                                                              
   FIRST NAME          M.I.     LAST                                -----------------------------    -------------------------
             ---------     ----     -----------                     The owner reserves the right to change the 
   Da PLAN APPLIED FOR (SINGLE LIFE)                                beneficiary(ies) unless indicated above.
                                                                                           
   [ ] Maximum Investment (Guarantee Period for Life)               Db PLAN APPLIED FOR (JOINT AND LAST SURVIVOR)
   [ ] Specified Face Amount of: $                      
                                  --------------                    [ ] Maximum Investment (Guarantee Period for Life)
                                                                    [ ] Specified Face Amount of: $              
                                                                                                   --------------
- ------------------------------------------------------------------------------------------------------------------------------------
 E INITIAL PREMIUM

 Basic Coverage - Initial Premium                     $                                     Method of Payment
                                                       -----------------------                               
 Optional riders (check below and indicate
 premium)                                                                                   [ ]  Check
                                                      $                       
                                                       -----------------------
 [ ] Single Premium Immediate Annuity                 $                                     [ ]  CMA Life Service
                                                       -----------------------                                   
 [ ] Other                                            $                       
          ----------------------------                 -----------------------
 Total rider premium submitted with application       $                       
                                                       -----------------------
 Total initial premium submitted with application
- ------------------------------------------------------------------------------------------------------------------------------------
 F PLANNED PERIODIC PREMIUMS
  (OPTIONAL)                              Complete this section only if the owner elects to pay planned periodic premiums after
                                              the initial premium.  Specify duration, amount, frequency, and method of payment.

                                                    Frequency:                        Method of Payment

 Planned Period        Amount of Planned      [ ]Annual              [ ]Quarterly              [ ]Pre-Authorized Check
                                                                                               (monthly only)
 Premium Duration      Periodic Premium                                               (Attach bank authorization form.)
            Years      $                      [ ]Semiannually        [ ]Monthly                [ ]CMA Life
 ----------             ----------------                                                                  
</TABLE>
<PAGE>   2
<TABLE>
<S>                                                                              <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Show the amount in dollars or percentages
                                                                                                (in whole numbers)

 G INITIAL INVESTMENT ALLOCATION (BASIC COVERAGE ONLY)    Division Name
                                                                                                %       or   $                  $ 
                                                          --------------------   ---------------              ------------------ -
 Note:  Allocation of initial investment base is                                                %                            $    
 subject to the provisions of the prospectus and          --------------------   ---------------             ---------------- ----
 Merrill Lynch Insurance Company's rules and limits.                                            %                         $       
 After the fee-look period, the owner may reallocate      --------------------   ---------------             ------------- -------
 the investment base among the investment divisions.                                            %                      $          
                                                          --------------------   ---------------             ---------- ----------
                                                                                                %                   $             
                                                          --------------------   ---------------             ------- -------------
                                                                  Total                  100%           or       
                                                                                                             ----
- ------------------------------------------------------------------------------------------------------------------------------------
H - INFORMATION ABOUT THE PROPOSED INSURED(S)

    If answer to Question 1 is no, or 2 or 3, is yes, explain in Remarks (Section    Proposed Insured       Proposed Insured
    1).                                                                               No. 1                  No.1
                                                                                      [ ] YES[ ] NO          [ ] YES[ ] NO
    1.   Is the proposed insured now performing his or her usual occupational
         duties (or usual daily duties if student, homemaker or retired) without
         any disabling impairment?
    2.   During the last two years, has the proposed insured been hospitalized,
         treated, advised or diagnosed by a member of the medical profession for      [ ] YES[ ] NO          [ ] YES[ ] NO
         any heart, liver, ling or kidney trouble, high blood pressure, stroke,
         diabetes, cancer, nervous disorders or disorders of the immune system
         (including AIDS or ARC)?
    3.   Has the proposed insured ever been refused life insurance, been offered a
         modified or rated policy, or applied for or received disability benefits
         from any source?
    4.   Has the proposed insured smoked any cigarettes within the last year?
    5.   Will this policy replace or change an existing insurance policy or
         annuity?                                                                     [ ] YES[ ] NO          [ ] YES[ ] NO
         (If yes, list all companies and policy numbers in Remarks, Section 1.)



                                                                                      [ ] YES[ ] NO          [ ] YES[ ] NO

                                                                                      [ ] YES[ ] NO          [ ] YES[ ] NO

                                                                                      [ ] YES[ ] NO          [ ] YES[ ] NO
</TABLE>
- --------------------------------------------------------------------------------

I REMARKS (ATTACH PAGES IF NECESSARY)

- --------------------------------------------------------------------------------
                                                                           
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

J SUITABILITY, AGREEMENT AND AUTHORIZATION


Suitability

By signing below, the applicant acknowledges receipt of the appropriate
prospectus and understands that the death benefit under the policy may increase
or decrease depending upon the investment results of the policy, but will never
be less than the face amount.  The duration for which a policy is in effect may
depend on the Investment results of the policy, but will never be less than the
Guarantee Period.  The policy's cash surrender value may increase or decrease
on any day depending upon the investment results.  No minimum cash surrender
value is guaranteed.  The policy is a long-term commitment to meet insurance
needs and financial goals.

Agreement

You agree that to the best of your knowledge and belief, all statements and
answers in the application are complete and true and may be relied upon in
determining whether to issue the policy.  Your answers will form a part of any
policy to be issued, and to medical examiner or registered representative has
authority to modify this agreement or waive any of Merrill Lynch's rights or
requirements.  If Merrill Lynch makes a change as indicated in Section L, it
will be approved by acceptance of the policy where permitted by state
regulation.  Any change in plan, benefits applied for, amount of insurance, age
at issue, or underwriting class must be agreed to in writing.  You also
understand that unless otherwise provided by the Temporary Insurance Agreement,
no policy will take effect unless, while  the insured(s) is (are)living, the
initial premium is paid, the policy is delivered to and accepted by the 9owner,
the answers and statements in this application continue to be complete and true
at the time of such payment and delivery, and the proposed insured's
insurability and condition of health





20182                                 -2-                              REV. 2/92
<PAGE>   3
remains as stated in the application.  Upon request, illustration of death
benefits and cash surrender values comparing the policy applied for and a fixed
life insurance policy of the same premium will be furnished.  We will furnish
any information that may be currently required by the insurance supervisory
official of the jurisdiction in which this policy is delivered.

Authorization
I, the proposed insured, authorize any physician, hospital or other medical
practitioner or facility, insurance company, Medical Information Bureau, or any
other organization, institution or person that has any information about my
health or any nonmedical information relevant to my insurability or that of my
minor children who are to be insured to release such information to Merrill
Lynch and its reinsurers.  I authorize Merrill Lynch to obtain investigative
consumer reports, if appropriate.  I understand that I have a right to learn
the content and receive a copy of any such report.  This authorization is valid
for 1 - 1/2 years from the date signed and a photographic copy is as valid as
the original.  I acknowledge receipt of the Fair Credit Reporting Act and
Medical Information Bureau Notices.

<TABLE>
<S>                                                                                                                          <C>
- ------------------------------------------------------------------------------------------------------------------------------------
K SIGNATURES

SIGNED AT                    ON                                              
         --------------------     -------------------------------------------
                          CITY                     STATE                                      DATE

X                                 X                                           
 --------------------------------  -------------------------------------------
PROPOSED INSURED NO. 1 (PARENT/GUARDIAN    PROPOSED INSURED NO. 2 (PARENT/GUARDIAN
IF PROPOSED INSURED IS UNDER AGE 15)         IF PROPOSED INSURED IS UNDER AGE 15)

X                                 X                                           
 --------------------------------  -------------------------------------------
 APPLICANT/OWNER (IF OTHER THAN EITHER PROPOSED INSURED)    AGENT WITNESS

NAME OF FINANCIAL                                                                             SOC. SEC. NO.
CONSULTANT                                                  OFFINANCIAL
          ----------------------------------------------               
CONSULTANT         BROKER DEALER                                             BRANCH OFFICE/NUMBER                       
          --------              -------------------------------------------                      -----------------------


L AMENDMENTS (H.O. USE ONLY)

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





20182                                    -3-                           REV. 2/92

<PAGE>   1


                                                             EXHBIIT 1.A.(10)(c)

                     MERRILL LYNCH LIFE INSURANCE COMPANY
                                                           Little Rock, Arkansas
<TABLE>
<S>                                                                                                            <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       Policy Number
Account Number                                       Variable Life Insurance
               -------------                       Supplemental Application 1
- ------------------------------------------------------------------------------------------------------------------------------------

 A.  PROPOSED INSURED(S)
                                                                                 SOC. SEC.
 PROPOSED INSURED NO. 1 - FIRST NAME               MI          LAST              NUMBER
                                     -------------    --------      ------------       -----------

                                                                                 SOC. SEC.
 PROPOSED INSURED NO. 1 - FIRST NAME               MI          LAST              NUMBER 
                                     -------------    --------      ------------       -----------
- ------------------------------------------------------------------------------------------------------------------------------------
 B.  INFORMATION ABOUT THE PROPOSED INSURED(S)                                           Proposed Insured     Proposed Insured
                                                                                              No. 1                 No. 2
 1.   Has the proposed insured engaged in hand gliding, sky diving or motor vehicle
      racing in the last year, or plan to engage in any of these activities within       [ ] YES  [ ] NO       [ ] YES  [ ] NO
      the next two years?

 2.   Does the proposed insured have any applications pending or any life insurance
      in force?  (If yes, list companies and amounts in Remarks.)                        [ ] YES  [ ] NO       [ ] YES  [ ] NO 

 3.   Has the proposed insured flown other than as a passenger in the last two
      years?                                                                             [ ] YES  [ ] NO       [ ] YES  [ ] NO
      Hours last year:___ Hours 2 years ago:____ Type of License:_________

 4.   During the last five years, has the proposed insured consulted a physician or
      been examined or treated at a hospital or other medical facility for other
      than normal pregnancies? (If yes, please list each occurrence below.  Attach       [ ] YES  [ ] NO       [ ] YES  [ ] NO 
      additional page if necessary.)                     

 Insured No.         Facility/Doctor          City, State                       Reason/Diagnosis     Month/Year

 ----------       ---------------------     -----------------               -----------------------  ----------  
                                                                                                                
 ----------       ---------------------     -----------------               -----------------------  ---------- 

 ----------       ---------------------     -----------------               -----------------------  ---------- 
                                                                                                                
- ------------------------------------------------------------------------------------------------------------------------------------
 C.  REMARKS (attach additional page if necessary)                                                              

 ----------------------------------------------------------------------------------------                       
                                                                                                                
 ----------------------------------------------------------------------------------------                       
                                                                                                                
 ----------------------------------------------------------------------------------------                       
                                                                                                                
 ----------------------------------------------------------------------------------------                       

- ------------------------------------------------------------------------------------------------------------------------------------
 D.  AGREEMENT AND SIGNATURES
</TABLE>





20184                                - 2 -                                2/92
<PAGE>   2
By signing below, you agree that to the best of your knowledge and belief, all 
statements and answers in this application are complete and true and may be 
relied upon in determining whether to issue the policy.  Your answers together 
with your Application for Variable Life Insurance will form a part of any 
policy to be issued and no medical examiner or registered representative has
authority to modify this agreement or waive any of Merrill Lynch's rights or
requirements.

<TABLE>
 <S>                                                          <C>

 SIGNED AT                                                         ON
           ----------------------------------------                  ---------------------------------------------
                  CITY             STATE                                           DATE
 X                                                                 X
  ------------------------------------------------                  ----------------------------------------------
      PROPOSED INSURED NO. 1 (PARENT/GUARDIAN                   PROPOSED INSURED NO. 2 (PARENT/GUARDIAN
      IF PROPOSED INSURED IS UNDER AGE 15)                      IF PROPOSED INSURED IS UNDER AGE 15)

 X                                                                 X
  ------------------------------------------------                  ----------------------------------------------
   APPLICANT/OWNER (IF OTHER THAN EITHER PROPOSED INSURED)                     AGENT WITNESS

 NAME OF FINANCIAL                                                 SOC. SEC. NO.
 CONSULTANT                                                        OF FINANCIAL CONSULTANT
            --------------------------------------                                        ------------------------

 BROKER-DEALER                                                     BRANCH OFFICE/NUMBER
               -----------------------------------                                     ---------------------------


- ------------------------------------------------------------------------------------------------------------------
 ADDITIONAL INFORMATION

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
</TABLE>





20184                                - 3 -                                2/92

<PAGE>   1


                                                             EXHIBIT 1.A.(10)(d)

                     MERRILL LYNCH LIFE INSURANCE COMPANY
<TABLE>
<S>                                                                                                            <C>
                                                                                                               Little Rock, Arkansas
- ------------------------------------------------------------------------------------------------------------------------------------
 Merrill Lynch                                  Application for Additional Payment for Variable Life Insurance
 Account Number
               -----------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------       ---------------------------------------------------
PART Aa INSURED NO. 1                              PART Ab INSURED NO. 2 (IF JOINT AND LAST SURVIVOR)

FIRST NAME             MI    LAST                  FIRST NAME             MI    LAST
           -----------   ---     -----------                  -----------   ---     -----------
HEIGHT      FT.     IN.   WEIGHT        LBS.       HEIGHT      FT.     IN.   WEIGHT        LBS.
       -----    ----             -------                  -----    ----             -------
SOCIAL SECURITY NUMBER                             SOCIAL SECURITY NUMBER 
                       ---------------------                              ---------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PART B

Policy Number ___________________________                                    Method of Payment:

Type of Policy  [ ] Modified Single Premium        [ ] Scheduled Premium     [ ] Check
                [ ] Flexible Premium               [ ] Other                 [ ] CMA Life Service
                                                             ----------

Amount of additional payment $ 
                               ---------------------

Is this an exercise of Guarantee of Insurability rider? (if yes, skip to Part E.)  [ ] Yes   [ ] No
- ------------------------------------------------------------------------------------------------------------------------------------
PART C  If answer to Question 1 or 2 is yes, explain Remarks (Part F).

Since the initial application for the above policy:
                                                                        Insured No. 1      Insured No. 2

1. Has there been any change in the insured's health,                  [ ] YES  [ ] NO    [ ] YES  [ ] NO
   occupation, or cigarette smoking habits?

2. Has the insured been refused life insurance, been offered a         [ ] YES  [ ] NO    [ ] YES  [ ] NO
   modified or rated policy, or applied for or received disability
   benefits from any source?
- ------------------------------------------------------------------------------------------------------------------------------------
PART D  If answer to Question 3 is no, or 4, 5, or 6 is yes, explain in Remarks (Part F).

3. Is the insured now performing his or her usual occupational         [ ] YES  [ ] NO    [ ] YES  [ ] NO
   duties (or usual daily duties if student, homemaker, or
   retired) without any disabling impairment?

4. During the last two years, has the proposed insured been            [ ] YES  [ ] NO    [ ] YES  [ ] NO
   hospitalized, treated, advised, or diagnosed by a member of
   the medical profession for any heart, liver, lung or kidney
   trouble, high blood pressure, stroke, diabetes, cancer nervous
   disorders or disorders of the immune system (including Aids
   or ARC)?

5. Has the insured engaged in hang gliding, skydiving or motor         [ ] YES  [ ] NO    [ ] YES  [ ] NO
   vehicle racing in the last year, or plan to engage in any of
   these activities within the next two years?

6. Does the insured have any applications pending or any life          [ ] YES  [ ] NO    [ ] YES  [ ] NO
   insurance in force?  (If yes, list companies and amounts in
   Remarks.)

7. Has the insured flown other than as a passenger in the last         [ ] YES  [ ] NO    [ ] YES  [ ] NO
   two years?
   Hours last year:___ Hours 2 years ago:___ Type of license:___

8. During the last five years, has the insured consulted a             [ ] YES  [ ] NO    [ ] YES  [ ] NO
   physician or been examined or treated at a hospital or other
   medical facility for other than normal pregnancies?  (If yes,
   please list each occurrence below.  Attach additional page if
   necessary.)

Insured No.            Facility/Doctor               City, State              Reason/Diagnosis      Month/Year 
                                                                                                               
- ------------      -----------------------          -----------------       ---------------------    -----------
                                                                                                               
- ------------      -----------------------          -----------------       ---------------------    -----------
                                                                                                               
- ------------      -----------------------          -----------------       ---------------------    -----------
</TABLE>





20183                                                                   REV 2/92

                                     - 1 -
<PAGE>   2

PART E

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Unless otherwise indicated below, allocation among the investment divisions will be in proportion to the investment base in
each division as of the date we receive the additional payment, subject to acceptance of the additional payment by Merrill
Lynch.
<S>                                                         <C>                                                                   
                                        Division Name             Show the amount in dollars or percentages
                                                                            (in whole numbers)

                                                                           %         or      $
Note:                             -------------------------         ------                     ----------
Refer to the policy for the                                                %         or       $          
Maximum number of divisions       -------------------------         ------                     ----------
that may be in effect at one                                               %         or       $          
time.  The divisions in effect    -------------------------         ------                     ----------
plus those selected in this                                                %         or       $          
application may not exceed        -------------------------         ------                     ----------
that maximum.                                                              %         or       $          
                                  -------------------------         ------                     ----------
                                                            Total      100%          or       $          
                                                                                               ----------
- ------------------------------------------------------------------------------------------------------------------------------------

PART F REMARKS (ATTACH ADDITIONAL PAGES IF NECESSARY)

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PART G AGREEMENT AND AUTHORIZATION
AGREEMENT                                          

By signing below, you agree that to the best of your knowledge and belief, all
statements and true and may be relied upon in determining whether complete and
true and may be relied upon in determining whether to accept the additional
payment. Your answers will form a part of the policy, and no medical examiner or
registered representative has authority to modify this agreement or waive any of
Merrill Lynch's rights or requirements. You also acknowledge that upon
acceptance of the additional payment by Merrill Lynch any increase in existing 
insurance will be subject to the terms of the policy. If money is paid with this
application, then, any increase in insurance coverage will be as provided for in
the Receipt and Conditional Insurance Agreement for the additional payment. You
also understand that unless otherwise provided for by the Receipt and
Conditional Insurance Agreement, no additional payment will take effect unless,
while the insured is living, the additional payment is made, the owner receives
the Additional Payment Confirmation, the answers and statements in this
application continue to be complete and true at the time  of such payment and
delivery, and the proposed insured's insurability and condition of health
remains as stated in the application. If we make a change as indicated in Part
I, it  will be approved by acceptance of the Confirma tion of Transaction and
the acceptance of a copy  of this application for incorporation in your  policy
where permitted by state regulation. Any change in plan, benefits applied for,
amount of insurance, age at issue, or underwriting class  must be agreed to in
writing.                                     

Authorization                                                     

I, the insured, authorize any physician, hospital or other medical practitioner
or facility, insurance company, Medical Information Bureau, or any other
organization, institution or person that has any information about my health or
any non-medical information relevant to my insurabi lity or that of my minor
children who are to be insured to release such information to Merrill Lynch to
obtain investigative consumer reports, if appropriate. I understand that I have
a right to learn the content and receive a copy of any such report. This
authorization is valid for 2-1/2 years from the date signed and a photo graphic
copy is as valid as the original. I acknowledge receipt of the Fair Credit
Reporting Act and Medical Information Bureau Notices.                       


<TABLE>
<S>                                                 <C>
- ------------------------------------------------------------------------------------------------------------------------------------

PART H SIGNATURES
SIGNED AT                                            ON     
          ------------------------------------              -----------------------------------
                 CITY             STATE                                DATE

         X                                          X       
           ------------------------------------             -----------------------------------
            INSURED NO. 1 (PARENT/GUARDIAN                      INSURED NO. 2 (PARENT/GUARDIAN
             IF INSURED IS UNDER AGE 15)                          IF INSURED IS UNDER AGE 15)

         X                                          X         
           ------------------------------------             -----------------------------------
           OWNER (IF OTHER THAN EITHER INSURED)                        AGENT/WITNESS

- ------------------------------------------------------------------------------------------------------------------------------------

PART I AMENDMENTS (H.O. USE ONLY)                                                                
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>




20183                                                                   REV 2/92

                                     - 2 -

<PAGE>   1
                                                             EXHIBIT 1.A.(10)(e)

<TABLE>
<CAPTION>
                                                                    Variable Life Insurance Service Center
                                                                    P.O. Box 9025
                                                                    Springfield, MA 01102-9025

- ------------------------------------------------------------------------------------------------------------------------------------
                                                    APPLICATION FOR REINSTATEMENT     

- ------------------------------------------------------------------------------------------------------------------------------------
This is an application to Merrill Lynch Life Insurance Company, a life insurance company domiciled in Little Rock, Arkansas for the
reinstatement of life insurance contract number __________________________ on the life of ___________________________________, the
Former Insured.                                                                       
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>
TERMS FOR                 Except as stated below, the Former Insured:
REINSTATEMENT             1.      Is presently employed as a(n): ________________________
                          2.      Is in good health.
                          3.      Is free from all disease and deformities.
                          4.      Has not, within the past 24 months, consulted any physician or practitioner, been a
                                  patient in any hospital, institution, sanitorium or suffered any illness or bodily
                                  injury.
                          5.      Has not applied for, or requested reinstatement of health or life insurance since the
                                  above policy was issued which has been declined or is now pending.

                                  If there are any exceptions to the above, please provide details on the lines below:
                                  -----------------------------------------------------------------------------------------------

                                  -----------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
AUTHORIZATION             To help determine my insurability, I authorize:
                          -       Any physician, hospital, other medical practitioner or facility, insurance company or
                                  the Medical Information Bureau to release to Merrill Lynch and its reinsurers
                                  information about my health or the health of any of my minor children who are to be
                                  insured.
                          -       Any employer, business associate, financial institution, consumer reporting agency or
                                  government unit to release to Merrill Lynch and its reinsurers any information about my
                                  occupation, avocation, finances, driving record, character and reputation or that of my
                                  minor children who are to be insured.
                          -       Merrill Lynch to obtain investigative consumer reports, if appropriate.
                          -       Merrill Lynch to report information about my insurability or that of any of my minor
                                  children to its reinsurers and to the Medical Information Bureau.

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S>                                                                         <C>
REINSTATEMENT SIGNATURES                                                    AUTHORIZATION:

I hereby apply for reinstatement of the above contract and agree that the   I understand that I have the right to learn the content
above statements are true to the best of my knowledge and belief.           and receive a copy of any information obtained by 
                                                                            Merrill Lynch pursuant to this authorization and that 
                                                                            a copy of this authorization is as valid as the 
                                                                            original.  I  acknowledge receipt of the Fair Credit 
- -------------------------------------------------------------------------   Reporting Act and Medical Information Bureau Notices 
Signature of Former Insured                                         Date    (located on the reverse side of this form) and that 
                                                                            this authorization is valid for 2 1/2 years from the 
- -------------------------------------------------------------------------   date this form is signed.
Signature of Former Insured                                         Date                                     
                                                                            ------------------------------------------------------
(If other than the Former Insured.  If jointly owned, both owners must      Former Insured                                   Date
sign.)                                                                      
                                                                            ------------------------------------------------------
                                                                            Applicant/Owner                                  Date 
</TABLE>

20188                                                                   REV 2/92
<PAGE>   2

MERRILL LYNCH LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

NOTICES TO THE PROPOSED INSURED
Leave this form with client.                                                          

- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>
MEDICAL INFORMATION       Information on your insurability will be treated as confidential.  However, we may make a brief
BUREAU NOTICE             report on our conclusions to the Medical Information Bureau, a non-profit membership
                          organization of life insurance companies, which operates an information exchange on behalf of
                          its members.  If you apply to another Bureau member company for life or health insurance
                          coverage, or submit a claim for benefits to such company, that company may request the Bureau to
                          provide information in your file.  If you ask, the Bureau will provide your physician with any
                          information it has on you. If you believe the information is inaccurate, you may contact the
                          Bureau and seek a correction in accordance with procedures similar to those set forth in the
                          Federal Fair Credit Reporting Act.  The address of the Bureau's information office is Post
                          Office Box 105, Essex Station, Boston, MA 02112.  The telephone number is (617) 426-3660.

                          We may also release information in our files to our reinsurers and to other life insurance
                          companies to whom you may apply for life or health insurance or to whom you may submit a claim.

- ------------------------------------------------------------------------------------------------------------------------------------

FAIR CREDIT REPORTING     In connection with our underwriting of this application, we may conduct an investigative
ACT                       consumer report on the proposed insured.  This report, if requested, will contain information on
                          your character, general reputation, personal characteristics, and mode of living.  This
                          information may be obtained through personal interviews with you, your neighbors, friends and
                          acquaintances, or through telephone interviews with you or a member of your household.  You may
                          ask to be interviewed in connection with this report.

                          Any information obtained in this report would be for business purposes only.  No information
                          will be revealed to any person contacted for the purpose of completing the report.  You may
                          request and receive a copy of this investigative consumer report.  If you would like additional
                          information on the nature and extent of the investigation, we will be pleased to provide it to
                          you.  Send your written request to Merrill Lynch's Variable Life Service Center, P.O. Box 9025,
                          Springfield, MA 01102-9025.

                          Please be sure to include your full name, date of birth and any applicable policy numbers.

- ------------------------------------------------------------------------------------------------------------------------------------

AUTHORIZATION BY          In signing the application, you've authorized the following to help determine insurability:
PROPOSED INSURED          -  any physician, hospital, other medical practitioner or facility, insurance company and the Medical
                             Information Bureau (see Notice above) to release to Merrill Lynch and its reinsurers information about
                             your health or the health of any of your minor children who are to be insured;
                          -  any employer, business associate, financial institution, consumer reporting agency, government unit,
                             and the Medical Information Bureau (see Notice above) to release to Merrill Lynch and its reinsurers
                             information about your occupation, avocation, finances, driving record, character and reputation or
                             that of your minor children who are to be insured;
                          -  Merrill Lynch to obtain investigative consumer reports, if appropriate; and
                          -  Merrill Lynch to report information about the insurability of you or any of your minor children to its
                             reinsurers and to the Medical Information Bureau, as described in the statement of Merrill Lynch's
                             underwriting procedures (see Notice above).
</TABLE>


                                    - 2 -
<PAGE>   3

                 You understand that you have the right to learn the content
                 and receive a copy of any such report. You agree that a
                 photographic copy of the authorization is as valid as the
                 original.  You acknowledge receipt of the Fair Credit
                 Reporting Act and Medical Information Bureau Notices.  You
                 agree the authorization is valid for two and one-half years
                 from the date the application was signed.

                                     - 3 -

<PAGE>   1
                                                                  Exhibit 6
[MERRILL LYNCH LIFE INSURANCE COMPANY]

                                 April 23, 1997

Board of Directors
Merrill Lynch Life Insurance Company
800 Scudders Mill Road
Plainsboro, New Jersey  08536

To The Board of Directors:

This opinion is furnished in connection with the filing of Post-Effective
Amendment No. 6 to the Registration Statement on Form S-6 (the "Registration
Statement") (File No. 33-41829) which covers premiums received under certain
flexible premium variable life insurance contracts ("Contracts" or "Contract")
issued by Merrill Lynch Life Insurance Company (the "Company").

The Prospectus included in the Registration Statement describes Contracts which
are issued by the Company.  The Contract forms were reviewed under my
direction, and I am familiar with the Registration Statement and Exhibits
thereto.  In my opinion:

1.       The illustrations of death benefits, investment base, cash surrender
values and accumulated premiums included in the Registration Statement for the
Contract and based on the assumptions stated in the illustrations, are
consistent with the provision of the Contract.  The rate structure of the
Contract has not been designed so as to make the relationship between premiums
and benefits, as shown in the illustrations, appear more favorable to a
prospective purchaser of a Contract for the ages and sexes shown, than to
prospective purchasers of a Contract for other ages and sex.

2.       The table of illustrative net single premium factors included in the
"Death Benefit Proceeds" section is consistent with the provision of the
Contract.

3.       The information with respect to the Contract contained in (i) the
illustrations of the change in face amount included in the "Additional
Payments" sections of the Examples, (ii) the illustrations of a change in
Guarantee Period included in the "Changing the Face Amount" section of the
Examples and (iii) the illustrations of the changes in face amount included in
the "Partial Withdrawals" section of the Examples, based in the assumptions
specified, are consistent with the provisions of the Contract.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name relating to actuarial matters under the
heading "Experts" in the Prospectus.

                                        Very truly yours,

                                        /s/ Joseph E. Crowne

                                        Joseph E. Crowne, FSA
                                        Senior Vice President &
                                        Chief Financial Officer

<PAGE>   1
                                                                  Exhibit 8(a)
[MERRILL LYNCH LIFE INSURANCE COMPANY]




                                    CONSENT




I hereby consent to the reference to my name under the heading "Legal Matters"
in the prospectus included in Post-Effective Amendment No. 6 to the
Registration Statement on Form S-6 for certain variable life insurance
contracts issued through Merrill Lynch Variable Life Separate Account of
Merrill Lynch Life Insurance Company (File No. 33-41829).



                        /s/ Barry G. Skolnick  
                        ------------------------------------------
                        Barry G. Skolnick, Esq.
                        Senior Vice President and General Counsel




April 23, 1997

<PAGE>   1
                                                                  Exhibit 8(c)
[SUTHERLAND, ASBILL & BRENNAN, L.L.P.]





                CONSENT OF SUTHERLAND, ASBILL & BRENNAN, L.L.P.




We consent to the reference to our firm under the heading "Legal Matters" in
the prospectus included in Post-Effective Amendment No. 6 to the Registration
Statement on Form S-6 for certain variable life insurance contracts issued
through Merrill Lynch Variable Life Separate Account of Merrill Lynch Life
Insurance Company (File No. 33-41829).  In giving this consent, we do not admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act of 1933.




                                   /s/  Sutherland, Asbill & Brennan, L.L.P.

                                   SUTHERLAND, ASBILL & BRENNAN, L.L.P.


Washington, D.C.
April 23, 1997

<PAGE>   1
                                                                 Exhibit 8(d)
                         INDEPENDENT AUDITORS' CONSENT




We consent to the use in this Post-Effective Amendment No. 6 to the
Registration Statement No. 33-41829 of Merrill Lynch Variable Life Separate
Account on Form S-6 of our reports on (i) Merrill Lynch Life Insurance Company
dated February 24, 1997, and (ii) Merrill Lynch Variable Life Separate Account
dated January 31, 1997, appearing in the Prospectus, which is a part of such
Registration Statement, and to the reference to us under the heading "Experts"
in such Prospectus.



                                        /s/  DELOITTE & TOUCHE LLP

New York, New York
April 28, 1997
        







<TABLE> <S> <C>

<ARTICLE> 6
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      233,611,621
<INVESTMENTS-AT-VALUE>                     250,087,525
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             250,087,525
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   11,163,203
<TOTAL-LIABILITIES>                         11,163,203
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               238,924,322
<DIVIDEND-INCOME>                           12,043,745
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (1,780,360)
<NET-INVESTMENT-INCOME>                     10,263,385
<REALIZED-GAINS-CURRENT>                      (45,179)
<APPREC-INCREASE-CURRENT>                    8,986,838
<NET-CHANGE-FROM-OPS>                       19,205,044
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      83,403,414
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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