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                                                                       Exhibit 6
         EXHIBIT A.(11)


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


         This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
         administrative procedures that will be followed by The Manufacturers
         Insurance Company of America (the "Company") and any office the Company
         designates for the receipt of payments and processing of policyholder
         requests (the "Service Office") in connection with the issuance of its
         flexible premium variable universal life insurance contract described
         in this registration statement (1933 Act file no. 333-51293) (the
         "Policy"), the transfer of assets held thereunder, and the redemption
         by contract owners of their interests in said Policy.

         I.         ISSUING A POLICY

                    A. Premiums

                    This Policy is a flexible premium variable universal life
                    insurance contract. The Policy permits the policyholder to
                    pay flexible premiums. After payment of the initial premium,
                    premiums may be paid at any time and in any amount during
                    the lifetime of the insured. A Policy will be issued with a
                    planned premium, which is based on the amount of premium the
                    policyholder wished to pay. 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 Polices are offered on three underwriting bases,
                    which vary by the amount of information required of the
                    prospective insured. These are described in more detail
                    below. Regardless of which underwriting procedure is used,
                    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.

                    Generally, the availability of short form underwriting
                    depends on the characteristics of the case, such as the
                    number of lives to be insured and the amounts of insurance.
                    Under Short Form underwriting, a proposed insured is
                    required to answer qualifying questions in the application,
                    but is not required to submit to a medical or paramedical
                    exam. Short form underwriting is generally available only up
                    to issue age 65.
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                   Like short form underwriting the availability of simplified
                   underwriting depends on the characteristics of the case.
                   Under Simplified Underwriting, the proposed insured is
                   required to respond satisfactorily to certain health
                   questions in the application. Medical records, such as
                   "Attending Physician's Statements" (APS's) are generally
                   required. In some instances, a blood test may also be
                   required.

                   If the requirements for short form or simplified underwriting
                   are not satisfied, 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 the Company's
                    satisfaction.

                    Policies may be issued on a basis which does not distinguish
                    between the insured's sex and/or smoking status, with prior
                    approval from the Company. A Policy will only be issued on
                    the lives of insureds from ages 20 through 80.

                    Each Policy is issued with a Policy Date, an Effective Date
                    and an Issue Date. The Policy Date is the date from which
                    the first monthly deductions are calculated and from which
                    Policy Years, Policy Months and Policy Anniversaries are
                    determined. The Effective Date is the date the Company
                    becomes obligated under the Policy and when the first
                    monthly deductions are deducted from the Policy Value. The
                    Issue Date is the date from which the suicide and
                    incontestability provisions are measured.

                    If an application is accompanied by a check for the initial
                    premium and the application is accepted:

                    (i) the Policy Date will be the date the application and
                    check were received at the Service Office (unless a special
                    Policy Date is requested (See "Backdating a Policy" below);

                    (ii) the Effective Date will be the date the Company's
                    underwriters approve issuance of the Policy; and

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

                    If an application accepted by the Company is not accompanied
                    by a check for the initial premium:

                    (i) the Policy Date will be the date the Company issues the
                    Policy (unless a special Policy Date is requested (See
                    "Backdating a Policy" below);

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                    (ii) the Effective Date will be the date the Service Office
                    receives the initial premium; and

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

                    The initial premium must be received within 60 days after
                    the Policy Date. If the premium is not paid or if the
                    application is rejected, the Policy will be cancelled and
                    any partial premiums paid will be returned to the applicant.

                    D.  Minimum Initial Face Amount

                    The Company will issue a Policy only if it has a Face Amount
                    of at least $50,000.


                    E.  Backdating a Policy

                    Under limited circumstances, the Company 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 earlier than the earliest
                    date allowed by state law, which is generally three months
                    to one year prior to the date of 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 (premium paid less premium load)
                    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. As of the Effective Date, the
                    premiums paid plus interest credited, net of the premium
                    load, will be allocated among the Investment Accounts (as
                    described below under ("Policy Value Investment Accounts")
                    and/or Guaranteed Interest Account in accordance with the
                    policyholder's instructions unless such amount is first
                    allocated to the Money Market portfolio for the duration of
                    the Right to Examine period described below.

                    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 $1,000,000 and may
                     not be in effect for more than 90 days. This temporary
                     insurance coverage will be issued on a conditional receipt
                     basis, which means that any benefits under such temporary
                     coverage will only be paid if the life insured meets the
                     Company's usual and customary underwriting standards for
                     the coverage applied for.


                    G.  Right to Examine the Policy

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                    A Policy may be returned for a refund within 10 days after
                    it is received. Some states provide a longer period of time
                    to exercise this right. The Policy will indicate if the
                    policyholder has a longer time. The Policy can be mailed or
                    delivered to the Company's agent who sold it or to the
                    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, the Company will refund to the policyholder an
                    amount equal to:

                    (a) the difference between payments made and amounts
                    allocated to separate account which supports the Policies
                    (the "Separate Account") and the Guaranteed Interest
                    Account; plus 
                    (b) the value of the amount allocated to the Separate
                    Account and the Guaranteed Interest Account as of the date
                    the returned Policy is received by the Company; minus 
                    (c) any partial withdrawals made and policy loans taken.

                    Some state laws require the refund of all premiums paid,
                    without adjustment for the investment gains and losses of
                    the Separate Account. In these states, all Net Premiums will
                    be allocated to the Money Market Trust during the right to
                    examine period, and the policyholder will receive a refund
                    of all payments made less any partial withdrawals and policy
                    loans taken.

                    If a policyholder requests an increase in face amount which
                    results in new surrender charges, he or she will have the
                    same rights as described above to cancel the increase. If
                    cancelled, the Policy Value and the surrender charges will
                    be recalculated to the amounts they would have been had the
                    increase not taken place. A policyholder 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.

                    The Company reserves the right to delay the refund of any
                    premium paid by check until the check has cleared.

                    H.  Premium Allocation

                    No premiums will be accepted prior to receipt of a completed
                    application by the Company. All premiums received prior to
                    the Effective Date of the Policy will be held in the general
                    account of the Company and credited with interest from the
                    date of receipt at the rate of return then being earned on
                    amounts allocated to the Money Market Trust.

                    On the Effective Date, the Net Premiums paid plus interest
                    credited will be allocated among the Investment Accounts or
                    the Guaranteed Interest Account in accordance with the
                    policyholder's instructions.

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                    All Net Premiums received on or after the Effective Date
                    will be allocated among Investment Accounts or the
                    Guaranteed Interest Account as of the date the premiums were
                    received at the Service Office. Monthly deductions are due
                    on the Policy Date and at the beginning of each policy month
                    thereafter. However, if due prior to the Effective Date,
                    they will be taken on the Effective Date instead of the
                    dates they were due.

                    Some state laws require the refund of all premiums paid,
                    without adjustment for gains and losses of the Separate
                    Account, if a Policy is returned during the right to examine
                    period. In these states, all Net Premiums will be allocated
                    to the Money Market Trust during the right to examine
                    period. At the end of this period, the Policy Value in the
                    Money Market Trust will be allocated among the Investment
                    Accounts or the Guaranteed Interest Account. The Policy will
                    state if a return of premiums is required.

                    Premiums may be allocated to either the Guaranteed Interest
                    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 Guaranteed Interest 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.
                    Alternatively, a policyholder may specify the allocation of
                    a specific premium payment in dollar amounts, so long as the
                    total allocation among the Investment Accounts equals the
                    Net Premium paid. A policyholder 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 death benefit option may be changed on the first day of
                    any Policy month. The change will occur on the first day of
                    the next Policy month which is 30 days 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 on 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


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                    The new Face Amount will be equal to the Face Amount prior
                    to the change plus the Policy Value on 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
                    policyholder 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 are subject to satisfactory
                    evidence of insurability. An increase will become effective
                    at the beginning of the Policy month following the date the
                    Company approves the requested increase. The Company
                    reserves the right to refuse a requested increase if the
                    life insured's Attained Age (life insured's age on the
                    birthday closer to the Policy Date plus the number of
                    completed Policy Years*) at the effective date of the
                    increase would be greater than the maximum Issue Age for new
                    Policies at that time.

                    *Policy Year is a period beginning on a Policy Anniversary
                    and ending on the day immediately preceding the next Policy
                    Anniversary.

                    B.  New Surrender Charges for an Increase
                    An increase in Face Amount will result in the Policy's being
                    subject to new surrender charges. The new surrender charges
                    will be computed as if a new Policy were being purchased for
                    the increase in Face Amount. For purposes of determining the
                    new surrender charges a portion of the premiums paid on or
                    subsequent to the increase will be deemed to be premiums
                    attributable to the increase. The portion attributable to
                    the increase in any Policy Year will be the amount of
                    premiums in excess of the sum of the Target Premiums for the
                    (i) initial Face Amount during the first five Policy Years
                    and (ii) all prior increases that are in effect at the time
                    of the increase in Face Amount and have been in effect for
                    less than five years.

                    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. There will be no new surrender charges
                    associated with these increases, since surrender charges
                    will have already been assessed at the time of the prior
                    decrease.

                    D.  Decrease in Face Amount
                    A written request from a policyholder for a decrease in the
                    Face Amount must be received by Manufacturers Life of
                    America at least 30 days prior to the first day of a policy
                    month for the change to take effect on the first day of that
                    policy month. 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.



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                    E.  Surrender Charges Assessed on a Decrease
                    A portion of a Policy's surrender charge will be deducted
                    from the Policy Value on a decrease in Face Amount. Since
                    surrender charges are determined separately for the initial
                    Face Amount and each Face Amount Increase, the portion of
                    the surrender charges to be deducted with respect to each
                    level of insurance coverage will be determined separately.
                    The portion of the surrender charge deducted with respect to
                    a level of coverage will be equal to:

                    (a) the amount of the decrease; divided by
                    (b) the amount of the coverage prior to the decrease;
                    multiplied by 
                    (c) the surrender charge for the coverage.

                    The charges will be allocated among the Investment Accounts
                    and the Guaranteed Interest Account in the same proportion
                    as the Policy Value in each bears to the Net Policy Value
                    (Policy Value less the value in the Loan Account).

                    Whenever a portion of the surrender charges are deducted as
                    a result of a decrease in Face Amount, 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 prior to the decrease in
                    Face Amount.

          IV.       POLICY VALUE

                    A.  Determination of the Policy Value
                    A Policy has a Policy Value, a portion of which is available
                    to the policyholder 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 Guaranteed Interest 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.  Guaranteed Interest Account
                    Amounts in the Guaranteed Interest Account do not vary with
                    the investment performance of any sub-account. Instead,
                    these amounts are credited with interest at a rate
                    determined by the Company.

                    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


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                    which is equal to the amount charged on the outstanding
                    Policy Debt (the aggregate amount of policy loans, including
                    borrowed and accrued interest, less any loan repayments)
                    less the Loan Spread set forth in the Policy.

                    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 cancelled whenever amounts are deducted,
                    transferred or withdrawn from the sub-account. The number of
                    units credited or cancelled 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.

                    Units are valued at the end of each Business Day. When an
                    order involving the crediting or canceling 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. 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) minus (c), where:

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

                    (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
                    transaction were made for that day; and

                    (c) is a charge not exceeding the daily mortality and
                    expense risk charge.

                      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.

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                    Due to the fact that the daily mortality and expense risk
                    charge varies by Policy Years, two unit values will be
                    calculated for each sub-account commencing 10 years after
                    the effective date of the first Policy.

         V.         TRANSFER OF POLICY VALUE

                    A. General Transfers

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

                    These transfer privileges are subject to the Company's
                    consent. 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
                    Manufacturers Investment Trust.

                    If a transfer would result in more than a 5% reduction in
                    the number of shares outstanding at the close of the
                    previous business day in the Equity Index sub-account, the
                    Company may decline the transfer. If at a later date you
                    wish to make a previously declined transfer, the Company
                    will require a new transfer request.

                    A policyholder may make up to twelve transfers each policy
                    year free of charge. Additional transfers in each policy
                    year may be made at a cost of per transfer as set forth in
                    the currently effective prospectus. This charge will be
                    allocated among the Investment Accounts and the Guaranteed
                    Interest Account in the same proportion as the amount
                    transferred from each bears to the total amount transferred.
                    All transfer requests received by the Company on the same
                    Business Day are treated as a single transfer request.

                    The maximum amount that may be transferred from the
                    Guaranteed Interest Account in any one policy year is the
                    greater of $500 or 15% of the Guaranteed Interest Account
                    Value at the previous Policy Anniversary. Any transfer which
                    involves a transfer out of the Guaranteed Interest Account
                    may not involve a transfer to the Investment Account for the
                    Money Market Trust.

                    Although failure to follow reasonable procedures may result
                    in the Company being liable for any losses resulting from
                    unauthorized or fraudulent telephone transfers,
                    Manufacturers Life of America will not be liable for
                    following instructions communicated by telephone that the
                    Company reasonably believes to be genuine. The Company will
                    employ reasonable procedures to confirm that instructions
                    communicated by telephone are genuine. Such procedures shall
                    consist of confirming that a valid telephone authorization
                    form is on file, tape recording of all telephone
                    transactions and providing written confirmation thereof.

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         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. The Net
                    Cash Surrender Value will be determined at the end of the
                    Business Day on which Manufacturers Life of America 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.

                    A policyholder may make a partial withdrawal of the Net Cash
                    Surrender Value. The policyholder may specify the portion of
                    the withdrawal to be taken from each Investment Account and
                    the Guaranteed Interest Account. In the absence of
                    instructions, the withdrawal will be allocated among such
                    accounts in the same proportion as the Policy Value in each
                    account bears to the Net Policy Value.

                    If Death Benefit Option 1 is in effect when a partial
                    withdrawal is made, the Face Amount of the Policy will be
                    reduced by the amount of the withdrawal plus any applicable
                    Surrender Charges. Reductions in Face Amount resulting from
                    partial withdrawals will not incur any surrender charges
                    above the surrender charges applicable to the withdrawal.

                    If the death benefit is based upon the Policy Value times
                    the minimum death benefit percentage, the Face Amount will
                    be reduced only to the extent that the amount of the
                    withdrawal plus the portion of the Surrender Charge assessed
                    exceeds the difference between the death benefit and the
                    Face Amount. When the Face Amount of a Policy is based on
                    one or more increases subsequent to issuance of the Policy,
                    a reduction resulting from a partial withdrawal will be
                    applied in the same manner as a requested decrease in Face
                    Amount, i.e., against the Face Amount provided by the most
                    recent increase, then against the next most recent increases
                    successively and finally against the initial Face Amount.

                    As long as the Policy is in force, Manufacturers Life of
                    America will ordinarily pay any policy loans, surrenders,
                    partial withdrawals or insurance benefit within seven days
                    after receipt at its Service Office of all the documents
                    required for such a payment. The Company may delay the
                    payment of any policy loans, surrenders, partial
                    withdrawals, or insurance benefit that depends on Guaranteed
                    Interest Account values for up to six months or in the case
                    of any Investment Account for any period during which (i)
                    the New York Stock Exchange is closed for trading (except
                    for normal weekend and holiday closings), (ii) trading on
                    the New York Stock Exchange is restricted (iii) an emergency
                    exists as a result of which disposal of securities held in
                    the Separate Account is not reasonably practicable or it is
                    not reasonably practicable to determine the value of the

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                    Separate Account's net assets or (iv) the SEC, by order, so
                    permits for the protection of security holders; provided
                    that applicable rules and regulations of the SEC shall
                    govern as to whether the conditions described in (2) and (3)
                    exist.

                    B.  Surrender Charges

                    The Company will deduct a Surrender Charge if during the
                    first 10 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 Free
                            Partial Withdrawal Amount, 
                          - the Face Amount is decreased, or
                          - the Policy lapses.

                    The surrender charge is expressed as a percentage of the
                    total premiums paid from the Effective Date. However,
                    premiums paid in any Policy Year in excess of the target
                    premium, and premiums paid after the fifth Policy Year, are
                    not counted in the determination of total premiums paid.
                    Therefore, the timing of premium payments may affect the
                    amount of the surrender charge. The percentages vary by
                    Policy Year as follows:

                     Policy Year                         Percentage

                          1                                10.00%
                          2                                  7.50%
                          3                                  5.00%
                          4                                  5.00%
                          5                                  5.00%
                          6                                  5.00%
                          7                                  4.00%
                          8                                  3.00%
                          9                                  2.00%
                         10+                                 0.00%


                           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 Free Withdrawal Amount (defined below) to the
                    Net Cash Surrender Value of the Policy immediately prior to
                    the withdrawal. The Surrender Charges will be deducted on a
                    pro-rata basis from each of the Investment Accounts and the
                    Guaranteed Interest Account. If the amount in the accounts
                    are not sufficient to pay the surrender charges assessed,
                    then the amount of the withdrawal will be reduced.

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                    Whenever a portion of the surrender charges are 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.

                           Free Withdrawal Amount
                    The Free Withdrawal Amount is equal to 10% of the Net Cash
                    Surrender Value at the time of the withdrawal. In
                    determining what, if any, portion of a partial withdrawal is
                    in excess of the Free Withdrawal Amount, all previous
                    partial withdrawals that have occurred in the current Policy
                    Year are included.

         VII.       LAPSE AND REINSTATEMENT

                    A.  Lapse
                    A Policy will go into default if at the beginning of any
                    policy month the Policy's Net Cash Surrender Value would go
                    below zero after deducting the monthly deduction then due.
                    The Company will notify the policyholder of the default and
                    will allow a 61 day grace period in which the policyholder
                    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.

                    B.  Reinstatement
                    A policyholder 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) The Policy must not have been surrendered for its Net
                    Cash Surrender Value; 
                    (b) Evidence of the life insured's insurability satisfactory
                    to the Company is furnished to the Company; and 
                    (c) A premium equal to the payment required during the grace
                    period following default to keep the Policy in force is paid
                    to the Company.

         VIII.      POLICY LOANS

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

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                    A.  Maximum Loan
                    The amount of any loan cannot exceed the amount which would
                    cause the Policy Debt to equal the Loan Value of the Policy
                    on the date of the loan.

                    B.  Loan Value
                    The Loan Value is equal to the Policy's Cash Surrender Value
                    less the monthly deductions due to the next Policy
                    Anniversary.

                    C.  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 5.00%.

                    D.  Loan Account
                    When a loan is made, an amount equal to the loan will be
                    deducted from the Investment Accounts or the Guaranteed
                    Interest Account and transferred to the Loan Account. The
                    policyholder 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 Guaranteed Interest 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.

                    E.  Interest Credited to the Loan Account
                    Interest will be credited to amounts in the Loan Account at
                    an effective annual rate of at least 4.00%. The actual rate
                    credited is equal to the rate of interest charged on the
                    policy loan less the Loan Spread. The Loan Spread varies by
                    Policy Year as follows:

                     Policy Year                         Loan Spread

                         1-10                               1.00%
                        11-20                               0.50%
                         21+                                0.25%

                    F.  Loan Account Adjustments
                    On the first day of each policy month the difference between
                    the Loan Account and the Policy Debt is transferred to the
                    Loan Account from the Investment Accounts or the Guaranteed
                    Interest Account. Amounts transferred from the Loan Account
                    will be allocated to the Investment Accounts and the
                    Guaranteed Interest Account in the same proportion as the
                    value in each Investment Account and the Guaranteed Interest
                    Account bears to the Net Policy Value.

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                    G.  Loan Repayments
                    Policy Debt may be repaid in whole or in part at any time
                    prior to the death of the life 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
                    Guaranteed Interest Account or the Investment Accounts. Loan
                    repayments will be allocated to the Guaranteed Interest
                    Account and each Investment Account in the same proportion
                    as the value in each Investment Account and the Guaranteed
                    Interest Account bears to the Net Policy Value.

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

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