EXHIBIT 99.6

THE MANUFACTURERS INSURANCE COMPANY OF NEW YORK
DESCRIPTION OF PURCHASE, TRANSFER AND REDEMPTION PROCEDURES

Variable Universal Life Insurance Policies
(1933 File Act No. 333-100664)

This document sets forth, as required by Rule 6e-3(T)(b)(12)(iii), the
administrative procedures that will be followed by The Manufacturers Life
Insurance Company of New York (the "Company") and any office the Company
designates for the receipt of payments and processing of policyowner
requests (the "Service Office") in connection with the issuance of its
flexible premium variable universal life insurance policies described in
this registration statement (1933 Act file no. 333-88972) (the "Policy"),
the transfer of assets held thereunder, and the redemption by
policyowners of their interests in the Policy.

I. ISSUING A POLICY

A. Premiums

This Policy is a flexible premium variable universal life
insurance policy. The Policy permits the policyowner to pay
flexible premiums.

After the payment of the initial premium, premiums may be paid at
any time and in any amount until the Maturity Date, subject to the
limitations on premium amount described below.

A Policy will be issued with a planned premium, which is based on
the amount of premium the policyowner wishes to pay. Manulife New
York will send notices to the policyowner setting forth the
planned premium at the payment interval selected by the
policyowner. However, the policyowner is under no obligation to
make the indicated payment.

The Company may refuse any premium payment that would cause the
Policy to fail to qualify as life insurance under the Internal
Revenue Code. The Company also reserves the right to request
evidence of insurability if a premium payment would result in an
increase in the Death Benefit that is greater than the increase in
Policy Value.

Payment of premiums will not guarantee that the Policy will stay
in force. Conversely, failure to pay premiums will not necessarily
cause the Policy to lapse.

In no event may the total of all premiums paid exceed the then
current maximum premium limitations established by federal income
tax law for a Policy to qualify as life insurance.

If, at any time, a premium is paid which would result in total
premiums exceeding the above maximum premium limitation, the
Company will only accept that portion of the premium which will
make the total premiums equal to the maximum. Any part of the
premium in excess of that amount will be returned and no further
premiums will be accepted until allowed by the then current
maximum premium limitation.

B. Underwriting

The acceptance of an application is subject to the Company's
underwriting rules, and the Company reserves the right to request
additional information or to reject an application for any reason.
The Company will require satisfactory evidence of insurability.
This may include medical exams and other information. Persons
failing to meet standard underwriting classification may be
eligible for a Policy with an additional rating assigned to it.

C. Application

To purchase a Policy, an applicant must submit a completed
application. A Policy will not be issued until the underwriting
process has been completed to our satisfaction.

Policies may be issued on a basis which does not take into account
the insured's sex and/or smoking status, with prior approval from
the Company. A Policy will generally be issued only on the lives
of insureds from ages 0 through 90.

Each Policy is issued with a Policy Date, an Effective Date and an
Issue Date (as defined under "Definitions" in the prospectus). The
Issue Date is the date from which the Suicide and Validity
provisions of the Policy are determined and is the expected date
of actual delivery of the Policy to the policyowner. The Effective
Date is the date on which the first monthly deductions are taken,
and is the date on which the underwriters approve the Policy
issuance. The Policy Date is the date coverage takes effect under
the Policy, provided the Company receives the minimum initial
premium at its Service Office, is the date from which charges for
the first monthly deduction are calculated, and is the date from
which Policy Years, Policy Months and Policy Anniversaries are
determined.

If an application accepted by the Company is not accompanied by a
check for the initial premium and no request to backdate the
Policy has been made:

(i) the Policy Date and the Effective Date will be the date the
Company receives the check at its Service Office, and;

(ii) the Issue Date will be the date the Company issues the
Policy.

The initial premium must be received within 60 days after the
Issue Date and the policyowner must be in good health on the date
the initial premium is received. If the premium is not paid or the
application is rejected, the Policy will be canceled and any
partial premium paid will be returned to the applicant.

D. Minimum Initial Face Amount

Manulife New York will generally issue a Policy only if it has a
Face Amount of at least $250,000.

E. Backdating a Policy

Under limited circumstances, we may backdate a Policy, upon
request, by assigning a Policy Date earlier than the date the
application is signed. However, in no event will a Policy be
backdated more than six months before the date of the application
for the Policy. Monthly deductions will be made for the period the
Policy Date is backdated. Regardless of whether or not a policy is
backdated, Net Premiums received prior to the Effective Date of a
Policy will be credited with interest from the date of receipt at
the rate of return then being earned on amounts allocated to the
Money Market portfolio.

F. Temporary Insurance

In accordance with the Company's underwriting practices, temporary
insurance coverage may be provided under the terms of a Temporary
Insurance Agreement. Generally, temporary life insurance may not
exceed $5,000,000 and may not be in effect for more than 90 days.
This temporary insurance coverage will be issued on a conditional
receipt basis. This means that any benefits under such temporary
coverage will only be paid if the Lives Insured meet the Company's
usual and customary underwriting standards for the coverage
applied for.

The acceptance of an application is subject to the Company's
underwriting rules, and the Company reserves the right to request
additional information or to reject an application for any reason.

Persons failing to meet standard underwriting classification may
be eligible for a Policy with an additional rating assigned to it.

G. Right to Examine the Policy

A Policy may be returned for a refund of the premium within 10
days after it is received. This ten day period is known as the
"free look" period. The Policy can be mailed or delivered to the
Manulife New York agent who sold it or to the Manulife New York
Service Office. Immediately on such delivery or mailing, the
Policy shall be deemed void from the beginning. Within seven days
after receipt of the returned Policy at its Service Office,
Manulife New York will refund any premium paid. Manulife New York
reserves the right to delay the refund of any premium paid by
check until the check has cleared.

If the Policy is purchased in connection with a replacement of an
existing policy (as defined below), the policyowner may also
cancel the Policy by returning it to the Service Office or the
Manulife New York agent who sold it at any time within 60 days
after receipt of the Policy. Within 10 days of receipt of the
Policy by Manulife New York, it will pay the policyowner the
Policy Value, computed at the end of the valuation period during
which the Policy is received by Manulife New York. In the case of
a replacement of a policy issued by a New York insurance company,
the policyowner may have the right to reinstate the prior policy.
The policyowner should consult with his or her attorney or the
Manulife New York agent regarding this matter prior to purchasing
the new Policy.

Replacement of an existing life insurance policy generally is
defined as the purchase of a new life insurance policy in
connection with (a) the lapse, surrender or change of, or
borrowing from, an existing life insurance policy or (b) the
assignment to a new issuer or an existing life insurance policy.
This description, however, does not necessarily cover all
situations which could be considered a replacement of an existing
life insurance policy. Therefore, a policyowner should consult
with his or her attorney or Manulife New York agent regarding
whether the purchase of a new life insurance policy is a
replacement of an existing life insurance policy.

If you request an increase in face amount which results in new
surrender charges, you will have the same rights as described
above to cancel the increase. If canceled, the Policy Value and
the surrender charges will be recalculated to the amounts they
would have been had the increase not taken place. You may request
a refund of all or any portion of premiums paid during the free
look period, and the Policy Value and the surrender charges will
be recalculated to the amounts they would have been had the
premiums not been paid.

H. Premium Allocation

Premiums may be allocated to either the Fixed Account for
accumulation at a rate of interest equal to at least 4% or to one
or more of the Investment Accounts for investment in the Portfolio
shares held by the corresponding sub-account of the Separate
Account. Allocations among the Investment Accounts and the Fixed
Account are made as a percentage of the premium. The percentage
allocation to any account may be any number between zero and 100,
provided the total allocation equals 100. A policyowner may change
the way in which premiums are allocated at any time without
charge. The change will take effect on the date a written request
for change satisfactory to the Company is received at the Service
Office.

II. DEATH BENEFIT OPTION CHANGES

The policyowner may change the death benefit option on the first
day of any policy month once each Policy Year after the first
Policy Year. The change will occur on the first day of the next
Policy Month after a written request for a change is received at
the Service Office. The Company reserves the right to limit a
request for a change if the change would cause the Policy to fail
to qualify as life insurance for tax purposes.

A change in the death benefit option will result in a change in
the Policy's Face Amount, in order to avoid any change in the
amount of the death benefit, as follows:

CHANGE FROM OPTION 1 TO OPTION 2

The new Face Amount will be equal to the Face Amount prior to the
change minus the Policy Value as of the date of the change. The
Policy will not be assessed a Surrender Charge for a reduction in
Face Amount solely due to a change in the death benefit option.

CHANGE FROM OPTION 2 TO OPTION 1

The new Face Amount will be equal to the Face Amount prior to the
change plus the Policy Value as of the date of the change. No new
Surrender Charges will apply to an increase in Face Amount solely
due to a change in the death benefit option.

III. FACE AMOUNT CHANGES

Subject to the limitations stated in this Prospectus, a
policyowner may, upon Written Request, increase or decrease the
Face Amount of the Policy. The Company reserves the right to limit
a change in Face Amount so as to prevent the Policy from failing
to qualify as life insurance for tax purposes.

A. Increase in Face Amount

Increases in Face Amount may be made once each Policy Year after
the first Policy Year. Any increase in Face Amount must be at
least $50,000. An increase will become effective at the beginning
of the policy month following the date Manulife New York approves
the requested increase. Increases in Face Amount are subject to
satisfactory evidence of insurability. The Company reserves the
right to refuse a requested increase if any of the Lives Insureds'
Attained Ages at the effective date of the increase would be
greater than the maximum issue age for new Policies at that time.

B. New Surrender Charges for an Increase

An increase in face amount will usually result in the Policy being
subject to new surrender charges. There will be no new surrender
charges associated with restoration of a prior decrease in Face
Amount. As with the purchase of a Policy, a policyowner will have
a free look right with respect to any increase resulting in new
surrender charges.

An additional premium may be required for a Face Amount increase,
and a new No-Lapse Guarantee Premium will be determined, if the
No-Lapse Guarantee is in effect at the time of the face amount
increase.

C. Increase with Prior Decreases

If, at the time of the increase, there have been prior decreases
in Face Amount, these prior decreases will be restored first. The
insurance coverage eliminated by the decrease of the oldest face
amount will be deemed to be restored first.

D. Decrease in Face Amount

Decreases in Face Amount may be made once each Policy Year after
the first Policy Year. Any decrease in Face Amount must be at
least $50,000. A written request from a policy owner for a
decrease in the Face Amount will be effective at the beginning of
the Policy Month following the date Manulife New York approves the
requested decrease. If there have been previous increases in Face
Amount, the decrease will be applied to the most recent increase
first and thereafter to the next most recent increases
successively.

If the Face Amount of insurance is decreased, a pro-rata Surrender
Charge will be deducted from the Policy Value. A decrease in Face
Amount caused by a change from Death Benefit Option 1 to Option 2
will not incur a pro-rata Surrender Charge. Each time a pro-rata
Surrender Charge is deducted for a Face Amount decrease, the
remaining Surrender Charge will be reduced in the

same proportion that the Surrender Charge deducted bears to the
total Surrender Charge immediately before the Face Amount
decrease.

IV. POLICY VALUE

A. Determination of the Policy Value

A Policy has a Policy Value, a portion of which is available to
the policyowner by making a policy loan or partial withdrawal, or
upon surrender of the Policy. The Policy Value may also affect the
amount of the death benefit. The Policy Value at any time is equal
to the sum of the values in the Investment Accounts, the Fixed
Account, and the Loan Account.

B. Investment Accounts

An Investment Account is established under each Policy for each
sub-account of the Separate Account to which net premiums or
transfer amounts have been allocated. Each Investment Account
under a Policy measures the interest of the Policy in the
corresponding sub-account. The value of the Investment Account
established for a particular sub-account is equal to the number of
units of that sub-account credited to the Policy times the value
of such units.

C. Fixed Account

Amounts in the Fixed Account do not vary with the investment
performance of any sub-account. Instead, these amounts are
credited with interest at a rate determined by Manulife New York.

D. Loan Account

Amounts borrowed from the Policy are transferred to the Loan
Account. Amounts in the Loan Account do not vary with the
investment performance of any sub-account. Instead, these amounts
are credited with interest at a rate which is equal to the amount
charged on the outstanding Policy Debt less the Loan Spread.

E. Units and Unit Values

Crediting and Canceling Units

Units of a particular sub-account are credited to a Policy when
net premiums are allocated to that sub-account or amounts are
transferred to that sub-account. Units of a sub-account are
canceled whenever amounts are deducted, transferred or withdrawn
from the sub-account. The number of units credited or canceled for
a specific transaction is based on the dollar amount of the
transaction divided by the value of the unit on the Business Day
on which the transaction occurs. The number of units credited with
respect to a premium payment will be based on the applicable unit
values for the Business Day on which the premium is received at
the Service Office, except for any premiums received before the
Effective Date. For premiums received before the Effective Date,
the values will be determined on the Effective Date.

A Business Day is any day that the New York Stock Exchange is open
for business. A Business Day ends at the close of regularly
scheduled day-time trading of the New York Stock Exchange on that
day.

Units are valued at the end of each Business Day. When an order
involving the crediting or cancelling of units is received after
the end of a Business Day, or on a day which is not a Business
Day, the order will be processed on the basis of unit values
determined on the next Business Day. Similarly, any determination
of Policy Value, Investment Account value or death benefit to be
made on a day which is not a Business Day will be made on the next
Business Day.

Unit Values

The value of a unit of each sub-account was initially fixed at
$10.00 or $12.50 (depending on sub-account). For each subsequent
Business Day the unit value for that sub-account is determined by

multiplying the unit value for the immediately preceding Business
Day by the net investment factor for the that sub-account on such
subsequent Business Day.

The net investment factor for a sub-account on any Business Day is
equal to (a) divided by (b) where:

(a) is the net asset value of the underlying Portfolio shares held
by that sub-account as of the end of such Business Day before any
policy transactions are made on that day; and

(b) is the net asset value of the underlying Portfolio shares held
by that sub-account as of the end of the immediately preceding
Business Day after all policy transactions were made for that day;

The value of a unit may increase, decrease, or remain the same,
depending on the investment performance of a sub-account from one
Business Day to the next.

V. TRANSFER OF POLICY VALUE

A. General Transfers

At any time, a policyowner may transfer Policy Value from one
sub-account to another or to the Fixed Account. Transfer requests
must be in writing in a format satisfactory to the Company, or by
telephone if a currently valid transfer authorization form is on
file.

The Company reserves the right to impose limitations on transfers,
including the maximum amount that may be transferred. In addition,
transfer privileges are subject to any restrictions that may be
imposed by the Trust.

While the Policy is in force, the policyowner may transfer the
Policy Value from any of the Investment Accounts to the Fixed
Account without incurring transfer charges:

(a) within eighteen months after the Issue Date; or

(b) within 60 days of the effective date of a material change in
the investment objectives of any of the sub-accounts or within 60
days of the date of notification of such change, whichever is
later.

Such transfers will not count against the 12 transfers that may be
made free of charge in any Policy Year.

VI. POLICY SURRENDER AND PARTIAL WITHDRAWALS

A. Policy Surrender

A Policy may be surrendered for its Net Cash Surrender Value at
any time while the Life Insured is living. The Net Cash Surrender
Value is equal to the Policy Value less any surrender charges and
outstanding monthly deductions due (the "Cash Surrender Value")
minus the Policy Debt. If there have been any prior Face Amount
increases, the Surrender Charge will be the sum of the Surrender
Charge for the Initial Face Amount plus the Surrender Charge for
each increase. The Net Cash Surrender Value will be determined as
of the end of the Business Day on which Manulife New York receives
the Policy and a written request for surrender at its Service
Office. After a Policy is surrendered, the insurance coverage and
all other benefits under the Policy will terminate.

B. Surrender Charges

The Company will deduct a Surrender Charge if during the first 15
years following the Policy Date, or the effective date of a Face
Amount increase:

- the Policy is surrendered for its Net Cash Surrender Value,

- a partial withdrawal is made in excess of the Withdrawal Tier
Amount (see below for a description of this amount),

- there is a decrease in Face Amount, or

- the Policy Lapses.

C. Surrender Charge Calculation

The Surrender Charge for the initial Face Amount or for the amount of any
increase in Face Amount is determined by the following formula (the calculation
is also described in words below):

Surrender Charge = (Surrender Charge Rate)X (Face Amount associated with the
Surrender Charge divided by 1000) X (Grading Percentage)

Face Amount associated with the Surrender Charge

The Face Amount associated with the Surrender Charge equals the Face Amount for
which the Surrender Charge is being applied.

Surrender Charge Rate (the calculation is also described in words below)

Surrender Charge Rate = (8.5 ) + (82.5%) X (Surrender Charge Premium)

DEFINITIONS OF THE FORMULA FACTORS ABOVE

The Surrender Charge Premium is the Surrender Charge Premium Limit specified in
the Policy per $1000 of Face Amount:

Grading Percentage

The grading percentage is based on the issue age of the youngest insured and the
policy year in which the transaction causing the assessment of the charge occurs
as set forth in the table below:

SURRENDER CHARGE GRADING PERCENTAGE

ISSUE AGES OF YOUNGER INSURED 0-75 76 77 78 79 80+
- ---------------------------------------------------------------------------------------------

POLICY YEAR 1 93% 92% 92% 91% 90% 90%
POLICY YEAR 2 86% 85% 84% 83% 81% 80%
POLICY YEAR 3 80% 78% 76% 75% 72% 70%
POLICY YEAR 4 73% 71% 69% 66% 63% 60%
POLICY YEAR 5 66% 64% 61% 58% 54% 50%
POLICY YEAR 6 60% 57% 53% 50% 45% 40%
POLICY YEAR 7 53% 50% 46% 41% 36% 30%
POLICY YEAR 8 46% 42% 38% 33% 27% 20%
POLICY YEAR 9 40% 35% 30% 25% 18% 10%
POLICY YEAR 10 33% 28% 23% 16% 9% 0%
POLICY YEAR 11 26% 21% 15% 8% 0%
POLICY YEAR 12 20% 14% 7% 0%
POLICY YEAR 13 13% 7% 0%
POLICY YEAR 14 6% 0%
POLICY YEAR 15 0%

D Surrender Charges on a Partial Withdrawal

A partial withdrawal will result in the assessment of a portion of
the Surrender Charges to which the Policy is subject. The portion
of the Surrender Charges assessed will be based on the ratio of
the amount of the withdrawal which exceeds the Withdrawal Tier
Amount (as described below) to the Net Cash Surrender Value of the
Policy as at the date of the withdrawal. The Surrender Charges
will be deducted from the Policy Value at the time of the partial
withdrawal on a pro-rata basis from each of the Investment
Accounts and the Fixed Account.

Whenever a portion of the Surrender Charges is deducted as a
result of a partial withdrawal, the Policy's remaining Surrender
Charges will be reduced in the same proportion that the Surrender
Charge deducted bears to the total Surrender Charge immediately
before the partial withdrawal.

E Surrender Charge on Decrease in Face Amount

Each time a pro-rata Surrender Charge is deducted for a Face
Amount decrease, the remaining Surrender Charge will be reduced in
the same proportion that the Surrender Charge deducted bears to
the total Surrender Charge immediately before the Face Amount
decrease.

VII. LAPSE AND REINSTATEMENT

A. Lapse

Unless the No-Lapse Guarantee is in effect, a Policy will go into
default if at the beginning of any Policy Month the Policy's Net
Cash Surrender Value would be zero or below after deducting the
monthly deduction then due. Therefore, a Policy could lapse
eventually if increases in Policy Value (prior to deduction of
Policy charges) are not sufficient to cover Policy charges. A
lapse could have adverse tax consequences as described under "Tax
Treatment of the Policy - Tax Treatment of Policy Benefits -
Surrender or Lapse." Manulife New York will notify the policyowner
of the default and will allow a 61 day grace period in which the
policyowner may make a premium payment sufficient to bring the
Policy out of default. The required payment will be equal to the
amount necessary to bring the Net Cash Surrender Value to zero, if
it was less than zero on the date of default, plus the monthly
deductions due at the date of default and payable at the beginning
of each of the two Policy Months thereafter, plus any applicable
premium load. If the required payment is not received by the end
of the grace period, the Policy will terminate with no value.

Death During Grace Period

If the Life Insured should die during the grace period, the Policy
Value used in the calculation of the death benefit will be the
Policy Value as of the date of default and the insurance benefit
will be reduced by any outstanding Monthly Deductions due at the
time of death.

No-Lapse Guarantee

As long as the No-Lapse Guarantee Cumulative Premium Test is
satisfied during the No-Lapse Guarantee Period, as described
below, the Company will guarantee that the Policy will not go into
default, even if adverse investment experience or other factors
should cause the Policy's Net Cash Surrender Value to be
insufficient to meet the monthly deductions due at the beginning
of a Policy Month.

The Monthly No-Lapse Guarantee Premium is one-twelfth of the
No-Lapse Guarantee Premium.

The No-Lapse Guarantee Premium is set at issue and reflects any
Additional Rating and Supplementary Benefits, if applicable. It is
subject to change if the face amount of the Policy is changed, if
there is a Death Benefit Option change, or if there is any change
in the supplementary benefits added to the Policy or in the risk
classification of any Lives Insured because of a change in smoking
status.

The No-Lapse Guarantee Period is set at issue and will vary by
issue age, as set forth in the Policy.

While the No-Lapse Guarantee is in effect, the Company will
determine at the beginning of the Policy Month that your policy
would otherwise be in default, whether the No-Lapse Guarantee
Cumulative Premium Test, described below, has been met. If it has
not been satisfied, the Company will notify the policyowner of
that fact and allow a 61-day grace period in which the policyowner
may make a premium payment sufficient to keep the policy from
going into default. This required payment, as described in the
notification to the policyowner, will be equal to the

lesser of:

(i) the outstanding premium requirement to satisfy the No-Lapse
Guarantee Cumulative Premium Test at the date of default,
plus the Monthly No-Lapse Guarantee Premium due for the
next two Policy Months, or

(ii) the amount necessary to bring the Net Cash Surrender Value
to zero plus the monthly deductions due, plus the next two
monthly deductions plus the applicable premium load.

If the required payment is not received by the end of the grace
period, the No-Lapse Guarantee and the Policy will terminate.

No-Lapse Guarantee Cumulative Premium Test

The No-Lapse Guarantee Cumulative Premium Test is satisfied if, as
of the beginning of the Policy Month that your policy would
otherwise be in default, the sum of all premiums paid to date less
any gross withdrawals and less any policy debt, is at least equal
to the sum of the Monthly No-Lapse Guarantee Premiums due from the
Policy Date to the date of the test.

B. Reinstatement

A policyowner can reinstate a Policy which has terminated after
going into default at any time within 21 days following the date
of termination without furnishing evidence of insurability,
subject to the following conditions:

(a) All Lives Insured's risk classifications are standard or
preferred, and

(b) All Lives Insured's Attained Ages are less than 46.

A policyowner can reinstate a Policy which has terminated after
going into default at any time within the five-year period
following the date of termination subject to the following
conditions:

(a) Evidence of all Lives Insured's insurability, or on the
survivor(s) who were insured at the end of the grace
period, satisfactory to the Company is provided to the
Company;

(b) A premium equal to the amount that was required to bring
the Policy out of default immediately prior to termination,
plus the next two monthly deductions;

If the reinstatement is approved, the date of reinstatement will
be the later of the date the Company approves the policyowner's
request or the date the required payment is received at the
Company's Service Office. In addition, any surrender charges will
be reinstated to the amount they were at the date of default. The
Policy Value on the date of reinstatement, prior to the crediting
of any Net Premium paid on the reinstatement, will be equal to the
Policy Value on the date the Policy terminated.

VIII. POLICY LOANS

At any time while this Policy is in force, a policyowner may
borrow against the Policy Value of the Policy. The Policy serves
as the only security for the loan. Policy loans may have tax
consequences.

A. Available Loan Value

The Maximum Loanable Amount is 90% of the Policy's Net Cash
Surrender Value.

B. Interest Charged on Policy Loans

Interest on the Policy Debt will accrue daily and be payable
annually on the Policy Anniversary. The rate of interest charged
will be an effective annual rate of 5.25%. If the interest due on
a Policy Anniversary is not paid by the policyowner, the interest
will be borrowed against the Policy.

The Policy will go into default at any time the Policy Debt
exceeds the Policy Value. At least 61 days prior to termination,
the Company will send the policyowner a notice of the pending
termination. Payment of interest on the Policy Debt during the 61
day grace period will bring the policy out of default.

C. Loan Account

When a loan is made, an amount equal to the loan will be deducted
from the Investment Accounts or the Fixed Account and transferred
to the Loan Account. The policyowner may designate how the amount
to be transferred to the Loan Account is allocated among the
accounts from which the transfer is to be made. In the absence of
instructions, the amount to be transferred will be allocated to
each account in the same proportion as the value in each
Investment Account and the Fixed Account bears to the Net Policy
Value. A transfer from an Investment Account will result in the
cancellation of units of the underlying sub-account equal in value
to the amount transferred from the Investment Account. However,
since the Loan Account is part of the Policy Value, transfers made
in connection with a loan will not change the Policy Value.

D. Interest Credited to the Loan Account

Interest will be credited to amounts in the Loan Account at an
effective annual rate of at least 4%. The actual rate credited is
equal to the rate of interest charged on the policy loan less the
Loan Interest Credited Differential, which is currently 1.25% and
guaranteed not to exceed this percentage. We may change the
differential as of 90 days after we send you written notice of
such change.

E. Loan Account Adjustments

On the first day of each Policy Anniversary the difference between
the Loan Account and the Policy Debt is transferred to the Loan
Account from the Investment Accounts or the Fixed Account. Amounts
transferred to the Loan Account will be taken from the Investment
Accounts or the Fixed Account in the same proportion as the value
in each Investment Account and Fixed Account bears to the Net
Policy Value.

F. Loan Repayments

Policy Debt may be repaid in whole or in part at any time prior to
the death of the last-to-die of the Lives Insured, provided that
the Policy is in force. When a repayment is made, the amount is
credited to the Loan Account and transferred to the Fixed Account
or the Investment Accounts. Loan repayments will be allocated
first to the Fixed Account, until the value that was transferred
from it is fully restored, and then to each Investment Account in
the same proportion that the value that was transferred from it
bears to the value of the Loan Account.

Amounts paid to the Company not specifically designated in writing
as loan repayments will be treated as premiums.