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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Matthew J. Rider, a
member of the Board of Directors of Merrill Lynch Life Insurance Company (the
"Company"), whose signature appears below, constitutes and appoints Barry G.
Skolnick and Michael P. Cogswell, respectively, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Registration Statements and Amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, under the Investment Company Act of 1940, where
applicable, and the Securities Act of 1933, respectively, with the Securities
and Exchange Commission, for the purpose of registering any and all variable
life and variable annuity separate accounts (collectively "Separate Accounts"),
of the Company that may be established in connection with the issuance of any
and all variable life and variable annuity contracts funded by such Separate
Accounts, granting unto said attorney-in-fact and agent, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done.
Date:
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Matthew J. Rider
State of )
County of )
On the day of , 2000, before me came Matthew J.
Rider, Director of Merrill Lynch Life Insurance Company, to me known to be said
person and he signed the above Power of Attorney on behalf of Merrill Lynch Life
Insurance Company.
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[SEAL] Notary Public
