1
            LIFE INSURED   JOHN M DOE
           POLICY NUMBER   12 345 678



FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

ADJUSTABLE DEATH BENEFIT.

FLEXIBLE PREMIUMS PAYABLE TO THE MATURITY DATE OR UNTIL PRIOR DEATH OF THE LIFE
INSURED.

POLICY VALUES ALLOCATED TO AN INVESTMENT ACCOUNT REFLECT THE INVESTMENT
EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS.

INVESTMENT OPTIONS ARE DESCRIBED IN THE "POLICY VALUE COMPOSITION" AND THE
"INVESTMENT OPTIONS" PROVISIONS.

NON-PARTICIPATING (NOT ELIGIBLE FOR DIVIDENDS).

In this policy "you" and "your" refer to the owner of the policy. "We", "us" and
"our" refer to The Manufacturers Life Insurance Company of New York.

If the life insured is living on the Maturity Date, we will pay you the Net Cash
Surrender Value of the policy.

If the life insured dies while the policy is in force, we will pay the Insurance
Benefit to the beneficiary, subject to the provisions of the policy. The life
insured and the beneficiary are named on page 3 and in the application for this
policy, a copy of which is attached to this policy. The Death Benefit is
described in the "Insurance Benefit" provision.

Your Net Premiums are added to your Policy Value. You may allocate them to one
or more of the Investment Accounts and to the Fixed Account.

The portion of your Policy Value that is in an Investment Account will vary from
day to day. The amount is not guaranteed; it may increase or decrease, depending
on the investment experience of the underlying Sub-Accounts for the Investment
Accounts that you have chosen.

The portion of your Policy Value that is in the Fixed Account will accumulate,
after deductions, at rates of interest we determine. Such rates will not be less
than an effective annual rate of 4%.

The amount of the Insurance Benefit, or the duration of the insurance coverage,
or both, may be variable or fixed under specified conditions and may increase or
decrease as described in the "Insurance Benefit" provision.

READ YOUR POLICY CAREFULLY.  It is a contract between you and us.

RIGHT TO RETURN POLICY. Within ten days after you receive your policy, you can
return the policy for cancellation by delivering or mailing it to us or the
agent who sold it. Immediately on delivery or mailing, the policy will be void
from the beginning. We will refund in full the payment made.


                        [MANULIFE FINANCIAL LETTERHEAD]


/s/ A. SCOTT LOGAN                          /s/ TRACY A. KANE
    President                                   Secretary
   2
                                TABLE OF CONTENTS



                                                                                    PAGE
                                                                                 
Policy Information......................................................................3
Table Of Guaranteed Maximum Cost Of Insurance Rates.....................................4
Definitions.............................................................................5
Qualification As Life Insurance.........................................................6
Payment Of Premiums.....................................................................6
No-Lapse Guarantee......................................................................7
Policy Termination......................................................................7
Reinstatement...........................................................................8
Maturity Benefit........................................................................8
Insurance Benefit.......................................................................8
Policy Value............................................................................9
Policy Value Composition...............................................................11
Separate Account And Sub-Accounts......................................................11
Investment Options.....................................................................13
Policy Loan Conditions.................................................................14
Changing The Death Benefit Option Or The Face Amount...................................16
Surrender And Withdrawals..............................................................17
Conversion Privilege...................................................................19
Right To Postpone Payment Of Benefits..................................................19
Right To Cancel Increases..............................................................19
Suicide................................................................................19
Beneficiary............................................................................20
Ownership And Assignment...............................................................20
Protection Against Creditors...........................................................20
Currency And Place Of Payment..........................................................21
Contract...............................................................................21
Validity...............................................................................21
Non-Participating......................................................................21
Age And Sex............................................................................21
Flexible Factors.......................................................................21
How Values Are Computed................................................................22
Annual Statement.......................................................................22
Tax Considerations.....................................................................22


Any endorsements, any supplementary benefits, and a copy of the application,
follow page 22.

                                     Page 2
   3
                               POLICY INFORMATION

     LIFE INSURED    JOHN M. DOE                       AGE AT POLICY DATE:    35

    POLICY NUMBER    12 345 678                      POLICY DATE:   JAN  1, 1999
                                                      ISSUE DATE:   FEB  1, 1999
                                                   MATURITY DATE:   JAN  1, 2064

            OWNER    JOHN M. DOE

      BENEFICIARY    AS DESIGNATED IN THE APPLICATION OR SUBSEQUENTLY CHANGED

     PREMIUM MODE    ANNUALLY

     BEGINNING ON
     MON DAY YEAR    PLANNED PREMIUM
     JAN  01 1999    $700.00







LIFE INSURANCE COVERAGE MAY EXPIRE PRIOR TO THE MATURITY DATE IF PREMIUMS PAID
ARE INSUFFICIENT TO CONTINUE COVERAGE TO SUCH DATE.

KEEPING THE POLICY AND COVERAGE IN FORCE WILL BE AFFECTED BY FACTORS SUCH AS:

CHANGES IN THE CURRENT COST OF INSURANCE RATES; THE AMOUNT, TIMING AND FREQUENCY
OF PREMIUM PAYMENTS; THE INTEREST RATE BEING CREDITED TO THE FIXED ACCOUNT; THE
INVESTMENT EXPERIENCE OF THE SUB-ACCOUNTS; CHANGES TO THE DEATH BENEFIT OPTION;
CHANGES IN THE FACE AMOUNT; LOAN ACTIVITY; PARTIAL WITHDRAWALS; AND DEDUCTIONS
FOR ANY ATTACHED RIDERS. ALSO REFER TO THE "POLICY TERMINATION" PROVISION OF
YOUR POLICY.

SUBJECT TO THE GUARANTEES OF THIS POLICY, WE RESERVE THE RIGHT TO CHANGE THE
CURRENT COST OF INSURANCE RATE DEDUCTIONS AND THE CURRENT INTEREST RATE BEING
CREDITED TO THE FIXED ACCOUNT. THESE CHANGES MAY REQUIRE MORE PREMIUM TO BE PAID
THAN THE PLANNED PREMIUM SHOWN, OR CAUSE THE CASH VALUE TO BE LESS THAN WAS
ILLUSTRATED.

PLAN DETAILS, RISK CLASSIFICATION AND ADDITIONAL RATING ARE SHOWN ON THE NEXT
PAGE.



                                   PAGE 3.0A
   4
               POLICY INFORMATION (CONTINUED) - POLICY 12 345 678

               LIFE INSURED    JOHN M. DOE

              POLICY NUMBER    12 345 678

                       PLAN    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                               NON-PARTICIPATING

                FACE AMOUNT    $100,000.00

              DEATH BENEFIT    OPTION 1

                        SEX    MALE

                       RISK
             CLASSIFICATION    NON-SMOKER, STANDARD CLASS

                 ADDITIONAL
                     RATING    NOT APPLICABLE


                                   PAGE 3.0B
   5
               POLICY INFORMATION (CONTINUED) - POLICY 12 345 678

                                TABLE OF CHARGES

PREMIUM LOAD:

        6.60% OF EACH PREMIUM PAID DURING THE FIRST 10 POLICY YEARS.
        3.60% OF EACH PREMIUM PAID DURING EACH POLICY YEAR THEREAFTER.

MONTHLY ADMINISTRATION CHARGE:

        FOR THE FIRST POLICY YEAR THE CHARGE IS $30.00 PER POLICY MONTH. FOR ALL
        SUBSEQUENT POLICY YEARS THE CHARGE IS $15.00 PER POLICY MONTH.


MORTALITY AND EXPENSE RISKS CHARGE:

        0.0627% IS DEDUCTED MONTHLY FROM EACH INVESTMENT ACCOUNT VALUE FOR 10
        POLICY YEARS AND THEN REDUCES TO 0.0209% THEREAFTER.

MONTHLY COST OF INSURANCE CHARGE:

        SEE THE MONTHLY DEDUCTIONS SECTION OF THE POLICY VALUE PROVISION FOR
        DETAILS. THE COST OF ANY SUPPLEMENTARY BENEFIT IS DESCRIBED IN THE
        SUPPLEMENTARY BENEFIT PAGE ATTACHED TO THIS POLICY.



                                   PAGE 3.1A
   6
               POLICY INFORMATION (CONTINUED) - POLICY 12 345 678

                          TABLE OF CHARGES (CONTINUED)

SURRENDER CHARGE:

A SURRENDER CHARGE WILL BE DEDUCTED FROM YOUR POLICY VALUE UNDER CERTAIN
CONDITIONS AND WILL REDUCE OVER TIME ACCORDING TO THE GRADING PERCENTAGES SHOWN
IN THE TABLE BELOW. SEE THE POLICY VALUE, CHANGING THE DEATH BENEFIT OPTION OR
FACE AMOUNT, SURRENDER AND WITHDRAWALS PROVISIONS FOR DETAILS.

THE SURRENDER CHARGE IS DETERMINED AS FOLLOWS:

FOR THE INITIAL FACE AMOUNT

(I)        $8.20 MULTIPLIED BY EACH $1,000 OF FACE AMOUNT; PLUS

(II)       80.0% OF THE SUM OF PREMIUMS PAID IN THE FIRST POLICY YEAR UP TO AN
           AMOUNT NOT GREATER THAN THE SURRENDER CHARGE PREMIUM LIMIT SHOWN ON
           PAGE 3.2.

FOR AN INCREASE IN FACE AMOUNT

(I)        $8.20 MULTIPLIED BY EACH $1,000 OF FACE AMOUNT INCREASE; PLUS

(II)       80.0% OF THE SUM OF PREMIUMS ATTRIBUTABLE TO AN INCREASE IN THE FIRST
           YEAR AFTER IT TAKES EFFECT, UP TO AN AMOUNT NOT GREATER THAN THE
           SURRENDER CHARGE PREMIUM LIMIT FOR THE INCREASE.

         TABLE OF GRADING PERCENTAGES DURING THE SURRENDER CHARGE PERIOD
        (APPLICABLE TO THE INITIAL FACE AMOUNT AND SUBSEQUENT INCREASES)



          SURRENDER                        GRADING
        CHARGE PERIOD                    PERCENTAGE
        -------------                    ----------
                                      
              1                             100%
              2                              90%
              3                              80%
              4                              70%
              5                              60%
              6                              50%
              7                              40%
              8                              30%
              9                              20%
             10                              10%
             11                               0%


        GRADING PERCENTAGE SHOWN IS AT BEGINNING OF POLICY YEAR. PROPORTIONATE
        GRADING PERCENTAGE APPLIES FOR OTHER POLICY MONTHS.



                                   PAGE 3.1B
   7
               POLICY INFORMATION (CONTINUED) - POLICY 12 345 678

                                 TABLE OF VALUES

REFER TO YOUR POLICY PROVISIONS FOR DETAILS ON THE TERMS AND VALUES SHOWN IN
THIS TABLE.



                                                                                                     
LIFE INSURANCE QUALIFICATION TEST                                                                       GUIDELINE
                                                                                                        PREMIUM TEST

       GUIDELINE SINGLE PREMIUM                                                                         $16,451.95
       GUIDELINE LEVEL PREMIUM                                                                          $1,396.31

NO-LAPSE GUARANTEE PREMIUM                                                                              $635.10

NO-LAPSE GUARANTEE PERIOD                                                                               FIRST 5 POLICY
                                                                                                        YEARS

MINIMUM FACE AMOUNT                                                                                     $100,000.00

MINIMUM FACE AMOUNT INCREASE OR DECREASE                                                                $50,000.00

TRANSFER FEE                                                                                            $25.00
(FOR TRANSFERS IN EXCESS OF 12 IN A POLICY YEAR)

ASSET ALLOCATION BALANCER CHARGE

        CURRENT                                                                                         $0.00
        MAXIMUM                                                                                         $15.00

DOLLAR COST AVERAGING CHARGE

        CURRENT                                                                                         $0.00
        MAXIMUM                                                                                         $5.00

FIXED ACCOUNT MAXIMUM TRANSFER PERCENTAGE                                                               15%

FIXED ACCOUNT MAXIMUM TRANSFER AMOUNT                                                                   $500.00

FIXED ACCOUNT RATE                                                                                      4%

LOAN INTEREST CHARGED RATE

        FIRST 10 POLICY YEARS                                                                           5.25%
        THEREAFTER                                                                                      4.00%

LOAN INTEREST CREDITED DIFFERENTIAL

        FIRST 10 POLICY YEARS                                                                           1.25%
        THEREAFTER                                                                                      0%

DEATH BENEFIT DISCOUNT FACTOR                                                                           1.0032737

FIRST YEAR GUARANTEED MONTHLY COST OF INSURANCE RATE PER THOUSAND                                       $0.131

SURRENDER CHARGE PREMIUM LIMIT                                                                          $1,139.05




                                    PAGE 3.2
   8
                POLICY INFORMATION (CONTINUED) - POLICY 1,234,567

                            LIST OF INVESTMENT FUNDS

THE SEPARATE ACCOUNT IS AUTHORIZED TO INVEST IN SHARES OF MANUFACTURERS
INVESTMENT TRUST OR ANOTHER INVESTMENT COMPANY. EACH SUB-ACCOUNT OF THE SEPARATE
ACCOUNT PURCHASES SHARES IN THE FUNDS LISTED BELOW. WE WILL INFORM YOU OF ANY
CHANGES IN THE AVAILABLE FUNDS.

YOU MAY ALLOCATE NET PREMIUMS TO ANY OF THE FUNDS. YOUR INITIAL INVESTMENT
ALLOCATION IS SHOWN IN THE APPLICATION FOR THE POLICY.

SEE THE FOLLOWING PROVISIONS FOR DETAILS: POLICY VALUE, POLICY VALUE
COMPOSITION, AND INVESTMENT OPTIONS.

MANUFACTURERS INVESTMENT TRUST PORTFOLIOS AND INVESTMENT OBJECTIVES

(1)      THE PACIFIC RIM EMERGING MARKETS TRUST SEEKS TO PROVIDE LONG-TERM
         GROWTH OF CAPITAL.

(2)      THE SCIENCE AND TECHNOLOGY TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL. CURRENT INCOME IS INCIDENTAL TO THE PORTFOLIO'S OBJECTIVE.

(3)      THE INTERNATIONAL SMALL CAP TRUST SEEKS TO PROVIDE LONG-TERM CAPITAL
         APPRECIATION.

(4)      THE AGGRESSIVE GROWTH TRUST SEEKS TO PROVIDE CAPITAL APPRECIATION.

(5)      THE EMERGING SMALL COMPANY TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL.

(6)      THE SMALL COMPANY BLEND TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL AND INCOME.

(7)      THE MID CAP GROWTH TRUST SEEKS TO PROVIDE LONG-TERM CAPITAL
         APPRECIATION.

(8)      THE MID CAP STOCK TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF CAPITAL.

(9)      THE OVERSEAS TRUST SEEKS TO PROVIDE GROWTH OF CAPITAL.

(10)     THE INTERNATIONAL STOCK TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL.

(11)     THE INTERNATIONAL VALUE TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL.

(12)     THE MID CAP BLEND TRUST SEEKS TO PROVIDE GROWTH OF CAPITAL (CURRENT
         INCOME IS A SECONDARY OBJECTIVE).

(13)     THE SMALL COMPANY VALUE TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL.

                                   Page 3.3A
   9
                POLICY INFORMATION (CONTINUED) - POLICY 1,234,567

                            LIST OF INVESTMENT FUNDS

(14)     THE GLOBAL EQUITY TRUST SEEKS TO PROVIDE LONG-TERM CAPITAL
         APPRECIATION.

(15)     THE GROWTH TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF CAPITAL.

(16)     THE LARGE CAP GROWTH TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL.

(17)     THE QUANTITATIVE EQUITY TRUST SEEKS TO ACHIEVE INTERMEDIATE AND
         LONG-TERM GROWTH THROUGH CAPITAL APPRECIATION AND CURRENT INCOME.

(18)     THE BLUE CHIP GROWTH TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF CAPITAL
         (CURRENT INCOME IS A SECONDARY OBJECTIVE), AND MANY OF THE STOCKS IN
         THE PORTFOLIO ARE EXPECTED TO PAY DIVIDENDS.

(19)     THE REAL ESTATE SECURITIES TRUST SEEKS TO ACHIEVE A COMBINATION OF
         LONG-TERM CAPITAL APPRECIATION AND SATISFACTORY CURRENT INCOME.

(20)     THE VALUE TRUST SEEKS TO REALIZE AN ABOVE-AVERAGE TOTAL RETURN OVER A
         MARKET CYCLE OF THREE TO FIVE YEARS, CONSISTENT WITH REASONABLE RISK.

(21)     THE EQUITY INDEX TRUST SEEKS TO ACHIEVE INVESTMENT RESULTS WHICH
         APPROXIMATE THE TOTAL RETURN OF PUBLICLY TRADED COMMON STOCKS INCLUDED
         IN THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX.

(22)     THE GROWTH AND INCOME TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL AND INCOME CONSISTENT WITH PRUDENT INVESTMENT RISK.

(23)     THE U.S. LARGE CAP VALUE TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL AND INCOME.

(24)     THE EQUITY-INCOME TRUST SEEKS TO PROVIDE SUBSTANTIAL DIVIDEND INCOME
         AND ALSO LONG-TERM CAPITAL APPRECIATION.

(25)     THE INCOME AND VALUE TRUST SEEKS TO REALIZE THE BALANCED ACCOMPLISHMENT
         OF (A) CONSERVATION OF PRINCIPAL AND (B) LONG-TERM GROWTH OF CAPITAL
         AND INCOME.

(26)     THE BALANCED TRUST SEEKS TO PROVIDE CURRENT INCOME AND CAPITAL
         APPRECIATION.

(27)     THE HIGH YIELD TRUST SEEKS TO REALIZE AN ABOVE-AVERAGE TOTAL RETURN
         OVER A MARKET CYCLE OF THREE TO FIVE YEARS, CONSISTENT WITH REASONABLE
         RISK.

                                   Page 3.3B
   10
                POLICY INFORMATION (CONTINUED) - POLICY 1,234,567

                            LIST OF INVESTMENT FUNDS

(28)     THE STRATEGIC BOND TRUST SEEKS TO PROVIDE A HIGH LEVEL OF TOTAL RETURN
         CONSISTENT WITH PRESERVATION OF CAPITAL.

(29)     THE GLOBAL BOND TRUST SEEKS TO REALIZE MAXIMUM TOTAL RETURN CONSISTENT
         WITH PRESERVATION OF CAPITAL AND PRUDENT INVESTMENT MANAGEMENT.

(30)     THE TOTAL RETURN TRUST SEEKS TO REALIZE MAXIMUM TOTAL RETURN CONSISTENT
         WITH PRESERVATION OF CAPITAL AND PRUDENT INVESTMENT MANAGEMENT.

(31)     THE INVESTMENT QUALITY BOND TRUST SEEKS TO PROVIDE A HIGH LEVEL OF
         CURRENT INCOME CONSISTENT WITH THE MAINTENANCE OF PRINCIPAL AND
         LIQUIDITY.

(32)     THE DIVERSIFIED BOND TRUST SEEKS TO REALIZE HIGH TOTAL RETURN
         CONSISTENT WITH THE CONSERVATION OF CAPITAL.

(33)     THE U.S. GOVERNMENT SECURITIES TRUST SEEKS TO OBTAIN A HIGH LEVEL OF
         CURRENT INCOME CONSISTENT WITH PRESERVATION OF CAPITAL AND MAINTENANCE
         OF LIQUIDITY.

(34)     THE MONEY MARKET TRUST SEEKS TO OBTAIN MAXIMUM CURRENT INCOME
         CONSISTENT WITH PRESERVATION OF PRINCIPAL AND LIQUIDITY.

(35)     THE LIFESTYLE AGGRESSIVE 1000 TRUST SEEKS TO PROVIDE LONG-TERM GROWTH
         OF CAPITAL. CURRENT INCOME IS NOT A CONSIDERATION.

(36)     THE LIFESTYLE GROWTH 820 TRUST SEEKS TO PROVIDE LONG-TERM GROWTH OF
         CAPITAL WITH CONSIDERATION ALSO GIVEN TO CURRENT INCOME.

(37)     THE LIFESTYLE BALANCED 640 TRUST SEEKS TO PROVIDE A BALANCE BETWEEN A
         HIGH LEVEL OF CURRENT INCOME AND GROWTH OF CAPITAL WITH A GREATER
         EMPHASIS GIVEN TO CAPITAL GROWTH.

(38)     THE LIFESTYLE MODERATE 460 TRUST SEEKS TO PROVIDE A BALANCE BETWEEN A
         HIGH LEVEL OF CURRENT INCOME AND GROWTH OF CAPITAL WITH A GREATER
         EMPHASIS GIVEN TO HIGH INCOME.

(39)     THE LIFESTYLE CONSERVATIVE 280 TRUST SEEKS TO PROVIDE A HIGH LEVEL OF
         CURRENT INCOME WITH SOME CONSIDERATION ALSO GIVEN TO GROWTH OF CAPITAL.

                                   Page 3.3C
   11
               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

                   GUARANTEED MAXIMUM MONTHLY RATES PER $1,000
                              OF NET AMOUNT AT RISK

                                  MALE, SMOKER



         LIFE                                         LIFE                                        LIFE
      INSURED'S                                    INSURED'S                                   INSURED'S
       ATTAINED               MONTHLY               ATTAINED              MONTHLY               ATTAINED              MONTHLY
         AGE                    RATE                  AGE                   RATE                  AGE                   RATE
                                 $                                           $                                           $
                                                                                                      
          0                   0.3483                   35                  0.2191                  70                 4.5400
          1                   0.0891                   36                  0.2341                  71                 4.9241
          2                   0.0825                   37                  0.2533                  72                 5.3608
          3                   0.0816                   38                  0.2750                  73                 5.8525
          4                   0.0791                   39                  0.3000                  74                 6.3883
          5                   0.0750                   40                  0.3283                  75                 6.9808
          6                   0.0716                   41                  0.3616                  76                 7.5916
          7                   0.0666                   42                  0.3958                  77                 8.2100
          8                   0.0633                   43                  0.4350                  78                 8.8258
          9                   0.0616                   44                  0.4758                  79                 9.4575
          10                  0.0608                   45                  0.5225                  80                10.1325
          11                  0.0641                   46                  0.5691                  81                10.8675
          12                  0.0708                   47                  0.6200                  82                11.6833
          13                  0.0825                   48                  0.6733                  83                12.5858
          14                  0.0958                   49                  0.7333                  84                13.5408
          15                  0.1375                   50                  0.7966                  85                14.5166
          16                  0.1558                   51                  0.8700                  86                15.4816
          17                  0.1708                   52                  0.9516                  87                16.4216
          18                  0.1800                   53                  1.0450                  88                17.4475
          19                  0.1883                   54                  1.1500                  89                18.4600
          20                  0.1925                   55                  1.2616                  90                19.4741
          21                  0.1941                   56                  1.3825                  91                20.5100
          22                  0.1916                   57                  1.5075                  92                21.6108
          23                  0.1883                   58                  1.6408                  93                23.0250
          24                  0.1841                   59                  1.7791                  94                24.8458
          25                  0.1783                   60                  1.9325                  95                27.4966
          26                  0.1733                   61                  2.1050                  96                32.0458
          27                  0.1716                   62                  2.2991                  97                40.0166
          28                  0.1700                   63                  2.5191                  98                54.8316
          29                  0.1716                   64                  2.7616                  99                83.3333
          30                  0.1750                   65                  3.0241
          31                  0.1808                   66                  3.2975
          32                  0.1866                   67                  3.5841
          33                  0.1958                   68                  3.8791
          34                  0.2066                   69                  4.1933



The above rates will be adjusted for any Additional Rating shown in the Policy
Information section.

                                     Page 4
   12
               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

                   GUARANTEED MAXIMUM MONTHLY RATES PER $1,000
                              OF NET AMOUNT AT RISK

                                MALE, NON-SMOKER



         LIFE                                         LIFE                                        LIFE
      INSURED'S                                    INSURED'S                                   INSURED'S
       ATTAINED               MONTHLY               ATTAINED              MONTHLY               ATTAINED              MONTHLY
         AGE                    RATE                  AGE                   RATE                  AGE                   RATE
                                 $                                           $                                           $
                                                                                                       
          0                    0.3483                  35                  0.1408                  70                  2.8858
          1                    0.0891                  36                  0.1475                  71                  3.2425
          2                    0.0825                  37                  0.1566                  72                  3.5466
          3                    0.0816                  38                  0.1666                  73                  3.9533
          4                    0.0791                  39                  0.1783                  74                  4.4100
          5                    0.0750                  40                  0.1908                  75                  4.9000
          6                    0.0716                  41                  0.2058                  76                  5.4216
          7                    0.0666                  42                  0.2208                  77                  5.9700
          8                    0.0633                  43                  0.2383                  78                  6.5391
          9                    0.0616                  44                  0.2558                  79                  7.1433
          10                   0.0608                  45                  0.2766                  80                  7.8058
          11                   0.0641                  46                  0.2991                  81                  8.5433
          12                   0.0708                  47                  0.3233                  82                  9.3766
          13                   0.0825                  48                  0.3491                  83                 10.3158
          14                   0.0958                  49                  0.3783                  84                 11.3425
          15                   0.1075                  50                  0.4091                  85                 12.4333
          16                   0.1191                  51                  0.4458                  86                 13.5666
          17                   0.1283                  52                  0.4883                  87                 14.7325
          18                   0.1333                  53                  0.5358                  88                 15.9075
          19                   0.1383                  54                  0.5908                  89                 17.1075
          20                   0.1400                  55                  0.6516                  90                 18.3491
          21                   0.1391                  56                  0.7191                  91                 19.6533
          22                   0.1366                  57                  0.7908                  92                 21.0625
          23                   0.1341                  58                  0.8683                  93                 22.6358
          24                   0.1308                  59                  0.9558                  94                 24.6375
          25                   0.1266                  60                  1.0533                  95                 27.4966
          26                   0.1233                  61                  1.1616                  96                 32.0458
          27                   0.1216                  62                  1.2850                  97                 40.0166
          28                   0.1200                  63                  1.4258                  98                 54.8316
          29                   0.1200                  64                  1.5850                  99                 83.3333
          30                   0.1200                  65                  1.7608
          31                   0.1225                  66                  1.9500
          32                   0.1250                  67                  2.1550
          33                   0.1291                  68                  2.3750
          34                   0.1341                  69                  2.6150



The above rates will be adjusted for any Additional Rating shown in the Policy
Information section.

                                     Page 4
   13
               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

                   GUARANTEED MAXIMUM MONTHLY RATES PER $1,000
                              OF NET AMOUNT AT RISK

                                 FEMALE, SMOKER



         LIFE                                         LIFE                                        LIFE
      INSURED'S                                    INSURED'S                                   INSURED'S
       ATTAINED               MONTHLY               ATTAINED              MONTHLY               ATTAINED              MONTHLY
         AGE                    RATE                  AGE                   RATE                  AGE                   RATE
                                 $                                           $                                           $
                                                                                                       
          0                    0.2408                  35                  0.1616                  70                  2.3291
          1                    0.0725                  36                  0.1741                  71                  2.5375
          2                    0.0675                  37                  0.1900                  72                  2.7958
          3                    0.0658                  38                  0.2075                  73                  3.1108
          4                    0.0641                  39                  0.2275                  74                  3.4783
          5                    0.0633                  40                  0.2500                  75                  3.8866
          6                    0.0608                  41                  0.2775                  76                  4.3266
          7                    0.0600                  42                  0.3033                  77                  4.7883
          8                    0.0583                  43                  0.3300                  78                  5.2691
          9                    0.0575                  44                  0.3566                  79                  5.7841
          10                   0.0566                  45                  0.3841                  80                  6.3550
          11                   0.0575                  46                  0.4125                  81                  7.0000
          12                   0.0600                  47                  0.4425                  82                  7.7366
          13                   0.0625                  48                  0.4733                  83                  8.5725
          14                   0.0666                  49                  0.5066                  84                  9.5541
          15                   0.0783                  50                  0.5450                  85                 10.5350
          16                   0.0825                  51                  0.5833                  86                 11.6491
          17                   0.0866                  52                  0.6266                  87                 12.7225
          18                   0.0908                  53                  0.6775                  88                 13.9358
          19                   0.0941                  54                  0.7291                  89                 15.0891
          20                   0.0966                  55                  0.7833                  90                 16.4175
          21                   0.0983                  56                  0.8375                  91                 17.8333
          22                   0.1008                  57                  0.8891                  92                 19.3783
          23                   0.1025                  58                  0.9375                  93                 21.1291
          24                   0.1058                  59                  0.9875                  94                 23.2758
          25                   0.1075                  60                  1.0425                  95                 26.4433
          26                   0.1116                  61                  1.1133                  96                 31.3116
          27                   0.1150                  62                  1.1991                  97                 39.5808
          28                   0.1183                  63                  1.3150                  98                 54.6541
          29                   0.1233                  64                  1.4441                  99                 83.3333
          30                   0.1291                  65                  1.5891
          31                   0.1341                  66                  1.7325
          32                   0.1400                  67                  1.8816
          33                   0.1458                  68                  2.0166
          34                   0.1550                  69                  2.1683



The above rates will be adjusted for any Additional Rating shown in the Policy
Information section.

                                     Page 4
   14
               TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

                   GUARANTEED MAXIMUM MONTHLY RATES PER $1,000
                              OF NET AMOUNT AT RISK

                               FEMALE, NON-SMOKER



         LIFE                                         LIFE                                        LIFE
      INSURED'S                                    INSURED'S                                   INSURED'S
       ATTAINED               MONTHLY               ATTAINED              MONTHLY               ATTAINED              MONTHLY
         AGE                    RATE                  AGE                   RATE                  AGE                   RATE
                                 $                                           $                                           $
                                                                                                      
          0                    0.2408                  35                  0.1225                  70                  1.7666
          1                    0.0725                  36                  0.1300                  71                  1.9450
          2                    0.0675                  37                  0.1391                  72                  2.1658
          3                    0.0658                  38                  0.1491                  73                  2.4350
          4                    0.0641                  39                  0.1608                  74                  2.7516
          5                    0.0633                  40                  0.1733                  75                  3.1100
          6                    0.0608                  41                  0.1883                  76                  3.5033
          7                    0.0600                  42                  0.2033                  77                  3.9258
          8                    0.0583                  43                  0.2183                  78                  4.3775
          9                    0.0575                  44                  0.2333                  79                  4.8708
          10                   0.0566                  45                  0.2491                  80                  5.4266
          11                   0.0575                  46                  0.2658                  81                  6.0633
          12                   0.0600                  47                  0.2841                  82                  6.7991
          13                   0.0625                  48                  0.3041                  83                  7.6466
          14                   0.0666                  49                  0.3250                  84                  8.5858
          15                   0.0700                  50                  0.3491                  85                  9.6150
          16                   0.0733                  51                  0.3750                  86                 10.7150
          17                   0.0766                  52                  0.4041                  87                 11.8925
          18                   0.0791                  53                  0.4383                  88                 13.1341
          19                   0.0816                  54                  0.4733                  89                 14.4591
          20                   0.0841                  55                  0.5108                  90                 15.8658
          21                   0.0850                  56                  0.5491                  91                 17.3816
          22                   0.0866                  57                  0.5875                  92                 19.0500
          23                   0.0875                  58                  0.6241                  93                 20.9500
          24                   0.0900                  59                  0.6633                  94                 23.2758
          25                   0.0908                  60                  0.7091                  95                 26.4433
          26                   0.0933                  61                  0.7633                  96                 31.3116
          27                   0.0950                  62                  0.8316                  97                 39.5808
          28                   0.0975                  63                  0.9175                  98                 54.6541
          29                   0.1000                  64                  1.0191                  99                 83.3333
          30                   0.1033                  65                  1.1291
          31                   0.1058                  66                  1.2475
          32                   0.1091                  67                  1.3675
          33                   0.1125                  68                  1.4883
          34                   0.1183                  69                  1.6175



The above rates will be adjusted for any Additional Rating shown in the Policy
Information section.

                                     Page 4
   15
                                   DEFINITIONS

THE FOLLOWING TERMS HAVE SPECIFIC MEANINGS IN YOUR POLICY. PLEASE REFER TO THESE
DEFINITIONS AS YOU READ YOUR POLICY.

ADDITIONAL RATING is an increase in the Cost of Insurance Rate that is applied
when a life insured does not meet, at a minimum, our underwriting requirements
for the standard Risk Classification.

AGE at a specific date means age on the nearest birthday. If no specific date is
mentioned, age means the life insured's age on the Policy Anniversary nearest to
the birthday.

ATTAINED AGE on any date means the Age plus the number of whole years that have
elapsed since the Policy Date.

BUSINESS DAY is any day that the New York Stock Exchange is open for trading,
and trading is not restricted. The net asset value of the underlying shares of a
Sub-Account will be determined as of the end of each Business Day. We will deem
each Business Day to end at the close of regularly scheduled trading of the New
York Stock Exchange (currently 4:00 p.m. Eastern Time) on that day.

CASH SURRENDER VALUE equals the Policy Value less the Surrender Charge and any
outstanding Monthly Deductions due.

GROSS WITHDRAWAL is the amount of partial Net Cash Surrender Value you request
plus any Surrender Charge applicable to the withdrawal.

FIXED ACCOUNT is that part of the Policy Value which reflects the value you have
in our general account.

INVESTMENT ACCOUNT is that part of the Policy Value that reflects the value you
have in one of the Sub-Accounts.

ISSUE DATE is the date shown in the Policy Information section from which the
Suicide and Validity provisions are applied.

LOAN ACCOUNT is that part of the Policy Value which reflects the value
transferred from the Fixed Account or the Investment Accounts as collateral for
a policy loan.

MATURITY DATE is the date shown in the Policy Information section. It is the
Policy Anniversary nearest the life insured's attained Age 100.

NET CASH SURRENDER VALUE is the Cash Surrender Value less the Policy Debt.

NET POLICY VALUE is the Policy Value less the value in the Loan Account.

NET PREMIUM is the gross premium paid less any Premium Load. It is the amount of
premium allocated to the Fixed Account and/or Investment Accounts.

POLICY DATE is the date shown in the Policy Information section from which
charges for the first Monthly Deduction are calculated. The Policy Date is used
to determine Policy Years, Policy Months and Policy Anniversaries.

POLICY DEBT as of any date equals (a) plus (b) plus (c) minus (d), where:

(a)      is the total amount of loans borrowed as of such date;

(b)      is the total amount of any unpaid loan interest charges which have been
         borrowed against the policy on a Policy Anniversary;

(c)      is any interest charges accrued from the last Policy Anniversary to the
         current date; and

(d)      is the total amount of loan repayments as of such date.

                                                                     (continued)
   16
                             DEFINITIONS (continued)

POLICY VALUE is the sum of the values in the Loan Account, the Fixed Account and
the Investment Accounts.

SEPARATE ACCOUNT refers to Separate Account B of The Manufacturers Life
Insurance Company of New York.

SERVICE OFFICE is the office that we designate to service this policy. The
Service Office Mailing Address is The Manufacturers Life Insurance Company of
New York, P.O. Box 633, Niagara Square Station, Buffalo, NY 14202-0633. The Home
Office address is The Corporate Center at Rye, 555 Theodore Fremd Avenue, Rye,
NY 10580.

SUB-ACCOUNT refers to one of the sub-accounts of the Separate Account.

SURRENDER CHARGE PERIOD is the period following the Issue Date of the policy or
following any increase in Face Amount during which we will assess surrender
charges. Surrender charges will apply during this period if you surrender the
policy, make a partial withdrawal, or if it terminates due to default.

SURRENDER CHARGE PREMIUM LIMIT is used to deter-mine the Surrender Charge. The
Surrender Charge Premium Limit for the initial Face Amount is shown in the Table
of Values in the Policy Information section. You will be advised of the
Surrender Charge Premium Limit for any increase in Face Amount.

WRITTEN REQUEST is your request to us which must be in a form satisfactory to
us, signed and dated by you, and filed at our Service Office.

                         QUALIFICATION AS LIFE INSURANCE

It is the intent that this policy be considered as life insurance for tax
purposes under Section 7702 of the Internal Revenue Code of 1986, or any other
equivalent section of the Code.

To ensure that the policy qualifies, one of the following tests will apply to
the policy. The test you elect is shown in the Policy Information section. Your
election cannot be changed after issue.

GUIDELINE PREMIUM TEST. Under this test, the sum of premiums paid into the
policy may not at any time exceed the guideline premium limitation as of such
time. The guideline premium limitation, is as of any date, the greater of:

         (a)      the Guideline Single premium, or

         (b)      the sum of the Guideline Level Premiums to such date.

If you elected this test, the Guideline Single Premium and the Guideline Level
Premium are shown in the Policy Information section.

CASH VALUE ACCUMULATION TEST. Under this test, the Policy Value may not at any
time exceed the net single premium. The net single premium is the one payment
that would be needed on a specific date to provide the Death Benefit under this
policy. It is computed using the same mortality table and interest rate
specified under the How Values Are Computed provision. We reserve the right to
refuse any premium payments that would cause the policy to fail this test.

                               PAYMENT OF PREMIUMS

No insurance will take effect under this policy before we approve the
application and receive the initial premium. The minimum initial premium is
one-twelfth of the No-Lapse Guarantee Premium shown in the Table of Values in
the Policy Information section.

Subsequent premiums can be paid at any time at our Service Office, and in any
amount subject to any limitations of the life insurance qualification test you
elect. Any excess premium will be refunded immediately. On request, we will
give you a receipt signed by one of our officers.

You may pay premiums until the Maturity Date.

We reserve the right to request that you provide us with satisfactory 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.

                                     Page 6
   17
                               NO-LAPSE GUARANTEE

Your policy includes a No-Lapse Guarantee. The guarantee period applicable to
this policy is shown in the Table of Values in the Policy Information section.

During your No-Lapse Guarantee Period, if the Net Cash Surrender Value falls to
zero or below, your policy will not go into default provided it satisfies the
cumulative premium test.

CUMULATIVE PREMIUM TEST. The test will be performed at the beginning of any
Policy Month that your policy would otherwise be in default in the absence of
the No-Lapse Guarantee. Your policy will satisfy the test if the sum of the
premiums paid, less any Policy Debt, and less any Gross Withdrawals taken on or
before the date of the test, is equal to or greater than the sum of the monthly
No-Lapse Guarantee Premiums due from the Policy Date to the date of the test.
The test will exclude any period during which the life insured was totally
disabled if the Total Disability Waiver Of Monthly Deductions Supplementary
Benefit is included in the policy.

NO-LAPSE GUARANTEE PREMIUM. The No-Lapse Guarantee Premium is the minimum amount
due at the beginning of each month to satisfy the cumulative premium test.

The No-Lapse Guarantee Premium is shown as an annualized amount in the Table of
Values in the Policy Information section.

The No-Lapse Guarantee Premium will change if any of the following changes occur
under your policy:

(a)      you add, terminate or change a Supplementary Benefit;

(b)      you change the Death Benefit Option under your policy;

(c)      there is a decrease in the Face Amount of insurance due to a partial
         withdrawal;

(d)      you change the Face Amount of insurance; or

(e)      there is a change in the life insured's Risk Classification.

We will inform you of any change to the No-Lapse Guarantee Premium resulting
from any such change. The revised premium will be effective from the date of the
change. For the purpose of performing the cumulative premium test, we will use
the No-Lapse Guarantee Premium in effect as of the Policy Date up to the date of
the change, including any revised premium in effect as of the date of a prior
change.

                               POLICY TERMINATION

DEFAULT. Unless the policy has met the No-Lapse Guarantee requirements, it will
go into default if, at the beginning of any Policy Month, the Net Cash Surrender
Value would go to zero or below after we take the Monthly Deduction that is due
for that month.

GRACE PERIOD. We will allow 61 days from the date that the policy goes into
default, for you to pay the amount that is required to bring the policy out of
default. We will send a notice to you and to the life insured at least 15 days,
but not more than 45 days prior to the termination of coverage. This notice will
be sent to the last known address and will specify the required amount you must
pay to bring the policy out of default. If we have notice of a policy assignment
on file at our Service Office, we will also mail a copy of the notice of the
amount due to the assignee on record.

The amount required to bring the policy out of default is equal to (a) plus (b)
plus (c) where:

(a)      is the amount necessary to bring the Net Cash Surrender Value to zero,
         if it is less than zero, at the date of default; and

(b)      is the Monthly Deduction due on the date of default, plus the next two
         Monthly Deductions; and

(c)      is the applicable Premium Load.

                                                                     (continued)

                                     Page 7
   18
                         POLICY TERMINATION (continued)

If the policy is in the No-Lapse Guarantee Period, then the following amount, if
less than the amount stated above, will bring the policy out of default. This
amount is equal to (a) plus (b), where:

(a)      is the amount, if any, necessary to satisfy the No-Lapse Guarantee
         cumulative premium test at the date of default; and

(b)      is the No-Lapse Guarantee Premium for the next two Policy Months.

If the amount necessary to bring the policy out of default has not been paid by
the end of the grace period, the policy will terminate.

TERMINATION DATE. This policy terminates on the earliest of the following
events:

(a)      the end of the grace period for which you have not paid the amount
         necessary to bring the policy out of default;

(b)      surrender of the policy for its Net Cash Surrender Value;

(c)      the death of the life insured; or

(d)      the Maturity Date.

                                  REINSTATEMENT

You can ask us to reinstate your policy only if it terminates at the end of a
grace period in which you did not make a required payment. You can reinstate the
policy if you:

(a)      make a Written Request for reinstatement within 5 years after the date
         your policy terminates;

(b)      provide us with evidence of insurability satisfactory to us on the life
         insured; and

(c)      pay a premium equal to the amount that was required during the 61-day
         grace period following default plus the next two Monthly Deductions.

If we approve your request,

(a)      the reinstatement date will be the later of the date we approve your
         request or the date we receive the required payment at our Service
         Office; and

(b)      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. If the policy is in a Surrender Charge Period when it
terminates, upon reinstatement the period will be the same as at the date of
default.

                                MATURITY BENEFIT

We will pay you the Net Cash Surrender Value as of the Maturity Date provided
the policy is in force and the life insured is alive.

                                INSURANCE BENEFIT

If the life insured dies while the policy is in force, we will pay the Insurance
Benefit to the beneficiary on receiving due proof of death, subject to the Age
and Sex, Suicide and Validity provisions.

If the life insured dies after we receive a request from you to surrender the
policy, there will be no Insurance Benefit. We will pay the amount payable under
the Surrender And Withdrawals provision instead.

INSURANCE BENEFIT.  The Insurance Benefit payable is:

(a)      the Death Benefit as described below; plus

(b)      any amounts payable under any Supplementary Benefits that form part of
         the policy; less (c) the value of the Policy Debt as of the date of
         death.

                                                                     (continued)

                                     Page 8
   19
                          INSURANCE BENEFIT (continued)

If the life insured dies during a grace period, the Insurance Benefit described
above will be modified as follows:

(a)      the Insurance Benefit will be reduced by any outstanding Monthly
         Deductions due; and

(b)      the Policy Value used in the calculation of the Death Benefit will be
         the Policy Value as of the default date.

DEATH BENEFIT. The Death Benefit will depend on whether Death Benefit Option 1
or 2 is in effect on the date of death.


Under Option 1, the Death Benefit is the Face Amount of the policy at the date
of the life insured's death.

Under Option 2, the Death Benefit is the Face Amount of the policy, plus the
Policy Value at the date of the life insured's death.

MINIMUM DEATH BENEFIT. If you elected the Guideline Premium Test, the sum of the
Death Benefit as described above and any supplemental term life insurance
benefit on the life insured will never be less than the Policy Value at the date
of death, multiplied by the applicable percentage in the table below.





        TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES

      ATTAINED AGE            APPLICABLE PERCENTAGE
                           
      40 and under                     250%
           45                          215%
           50                          185%
           55                          150%
           60                          130%
           65                          120%
           70                          115%
           75                          105%
           90                          105%
      95 and above                     100%


For ages not shown, the Applicable Percentage can be found by reducing the above
Applicable Percentages proportionately.

If you elected the Cash Value Accumulation Test, on any date the sum of the
Death Benefit as described above, plus any supplemental term life insurance
benefit on the life insured will always be equal to the amount required on such
date to produce a Policy Value that does not exceed the net single premium
required to fund future benefits under the policy.

PAYMENT OF INSURANCE BENEFIT. We will pay the Insurance Benefit in one lump sum
with interest calculated from the date of the life insured's death to the date
of payment. The rate will be at the rate prescribed by the state. If the state
does not specify the interest rate, we will use the rate for insurance benefits
left on deposit with us.

                                  POLICY VALUE

INITIAL NET PREMIUM. We will allocate your initial Net Premium plus any earned
interest on the later of the date our underwriters approve issuance of the
policy or the date we receive the initial premium at our Service Office.
Interest will be credited as of the date we received the initial premium payment
at the rate of return then being earned on allocations to the Money Market
Trust. This initial allocation will become your Policy Value to which subsequent
Net Premiums will be allocated.

SUBSEQUENT NET PREMIUMS. As of the Business Day we receive your subsequent
premium payments at our Service Office, we will add your Net Premium to your
Policy Value. We will do this before we take any deductions due as of that
Business Day.

MONTHLY DEDUCTIONS. At the beginning of each Policy Month, a deduction is taken
from your policy to cover Monthly Administration Charges and the cost to provide
the insurance coverage.

The first Monthly Deduction is taken on the later of the date our underwriters
approve issuance of the policy or the date we receive at least the initial
premium at our Service Office.

                                                                     (continued)

                                     Page 9
   20
                            POLICY VALUE (continued)

Monthly Deductions are due until the Maturity Date.

The Monthly Deduction for any Policy Month is the sum of the following amounts
determined as of the beginning of that month:

(a)      the Monthly Administration Charge shown in the Table Of Expense Charges
         in the Policy Information section;

(b)      the Mortality and Expense Risks Charge shown in the Table Of Expense
         Charges in the Policy Information section;

(c)      the monthly cost of any Supplementary Benefits you have added to your
         policy; and

(d)      the monthly Cost of Insurance for the life insured.

Unless you have requested otherwise and that request is allowed by us, or you do
not have sufficient funds in an account, we will take Monthly Deductions from
the Fixed Account and the Investment Accounts in the same proportion that the
Policy Value in each of these accounts bears to the Net Policy Value immediately
prior to the deduction.

The Cost of Insurance for a specific Policy Month is determined as the rate for
the Cost of Insurance for that month, as described below, multiplied by the net
amount at risk.

For Death Benefit Option 1 the net amount at risk is equal to (a) minus (b),
where:

(a)      is the Death Benefit as of the first day of the Policy Month, divided
         by the Death Benefit Discount Factor shown in the Table of Values in
         the Policy Information section; and

(b)      is the Policy Value as of the first day of the Policy Month after the
         deduction of the monthly Cost of Insurance for the life insured.

For Death Benefit Option 2 the net amount at risk is equal to the Face Amount of
insurance.

The rates for the Cost of Insurance, on the Policy Date, and subsequently for
each Face Amount increase, are based on the life insured's Age, Sex, Risk
Classification, and the duration that the coverage has been in force. We will
determine Cost of Insurance rates from time to time. Any adjustments will be by
class and based on changes in expected mortality and persistency experience,
investment earnings and operating expenses.

The rates for the Cost of Insurance are intended to cover future mortality costs
under the policy. These rates may be higher in early Policy Years due to
recovery of initial acquisition costs.

The Cost of Insurance calculation will reflect any Additional Rating shown in
the Policy Information section. The Cost of Insurance rates will never exceed
those shown in the Table Of Guaranteed Maximum Cost Of Insurance Rates on Page
4.

OTHER DEDUCTIONS. We will deduct a Surrender Charge if during the Surrender
Charge Period shown in the Policy Information section:

(a)      you surrender the policy for its Net Cash Surrender Value;

(b)      you make partial withdrawals; or

(c)      you do not pay an amount due at the end of a grace period, and the
         policy terminates.

See the Surrender And Withdrawals provision for details.

                                    Page 10
   21
                            POLICY VALUE COMPOSITION

Your Policy Value at any time is equal to the sum of the values you have in the
Loan Account, the Fixed Account and the Investment Accounts.

LOAN ACCOUNT VALUE.  The amount you have in the Loan Account at any time equals:

(a)      amounts transferred to it for loans or borrowed loan interest; plus

(b)      interest credited to it; less

(c)      amounts transferred from it for loan repayment.

For the details of the Loan Account see the Policy Loan Conditions provision.

FIXED ACCOUNT VALUE. The amount you have in the Fixed Account at any time
equals:

(a)      Net Premiums allocated to it; plus

(b)      amounts transferred to it; plus

(c)      interest credited to it; less

(d)      amounts deducted from it; less

(e)      amounts transferred from it; less

(f)      amounts withdrawn from it.

Interest will be credited to amounts in the Fixed Account at an effective annual
rate of no less than the Fixed Account Rate shown in the Table of Values in the
Policy Information Section. The actual interest rate used will be set by us from
time to time. For all transactions, interest is calculated from the date of the
transaction. Such interest, once credited is non-forfeitable.

INVESTMENT ACCOUNT VALUE. The amount you have in an Investment Account at any
time equals the number of units in that Investment Account, multiplied by the
unit value of the corresponding Sub-Account at that time.

The number of units in an Investment Account at any time equals (a) minus (b),
where:

(a)      is the number of units credited to the Investment Account because of:

         (1)      Net Premiums allocated to it; and

         (2)      amounts transferred to it; and

(b) is the number of units canceled from the Investment Account because of:

         (1)      amounts deducted from it;

         (2)      amounts transferred from it; and

         (3)      amounts withdrawn from it.

The number of units credited or canceled for a given transaction is equal to the
dollar amount of the transaction, divided by the unit value as of the Business
Day of the transaction. See the Unit Value Calculation section of the Separate
Account And Sub-Accounts provision for details on how unit values are
determined.

                        SEPARATE ACCOUNT AND SUB-ACCOUNTS

The Separate Account is authorized to invest in the shares of Manufacturers
Investment Trust, or another management investment company. Each Sub-Account of
the Separate Account purchases shares of a corresponding Fund of Manufacturers
Investment Trust or another management investment company. The Funds are listed
in the Policy Information section.

FUND SUBSTITUTION. A Fund might, in our judgment, become unsuitable for
investment by a Sub-Account. This might happen because of a change of investment
policy; or a change in the applicable laws or regulations; or because the shares
are no longer available for investment; or for some other reason.

                                                                     (continued)
                                    Page 11
   22
                  SEPARATE ACCOUNT AND SUB-ACCOUNTS (continued)

If a Fund becomes unsuitable for investment, we have the right to substitute
another Fund or another management investment company. Before doing this, we
would first seek, where required, approval from the Securities and Exchange
Commission and the Superintendent of Insurance of the state of New York.

To the extent permitted by applicable federal and state law, we also have the
right, without your approval, to:

(a)      create new separate accounts;

(b)      combine any two or more separate accounts including the Separate
         Account;

(c)      make available additional Sub-Accounts investing in additional Funds of
         Manufacturers Investment Trust, or another investment company;

(d)      eliminate existing Sub-Accounts and stop accepting new allocations and
         transfers into the corresponding Fund;

(e)      operate the Separate Account as a management investment company under
         the Investment Company Act of 1940 or in any other form permitted by
         law;

(f)      deregister the Separate Account under the Investment Company Act of
         1940;

(g)      transfer assets between the Separate Account and other separate
         accounts; and

(h)      combine Sub-Accounts or to transfer assets in one Sub-Account to
         another Sub-Account.

The investment objectives of a Sub-Account within the Separate Account will not
be changed materially without first filing the change with the Superintendent of
Insurance of the state of New York. We will inform you of any changes deemed to
be material.

UNIT VALUE CALCULATION. We will determine the unit values for each Sub-Account
as of the end of each Business Day. When we need to determine a Policy Value or
an amount after the end of a Business Day, or on a day that is not a Business
Day, we will do so as of the next Business Day.

The value of a unit of each Sub-Account was initially fixed at $10 for the first
Business Day that an amount was allocated, or transferred to the particular
Sub-Account. For any subsequent Business Day, the unit value for that
Sub-Account is obtained by multiplying the unit value for the immediately
preceding Business Day by the net investment factor for the particular
Sub-Account on such subsequent Business Day.

NET INVESTMENT FACTOR. 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 Fund 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 Fund 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.

We reserve the right to adjust the above formula for any taxes determined by us
to be attributable to the operations of the Sub-Account. Before making any such
changes, we will first seek approval of the Superintendent of Insurance of the
state of New York.

                                                                     (continued)

                                    Page 12
   23
                  SEPARATE ACCOUNT AND SUB-ACCOUNTS (continued)

SEPARATE ACCOUNT ASSETS. The assets held in each Sub-Account are used to support
the Policy Values of Single Premium and Flexible Premium Variable Life Insurance
policies. The Separate Account will be used to fund only variable life insurance
benefits.

Income, gains and losses of the Separate Account are credited to, or charged
against, the applicable Sub-Accounts without regard to our other income, gains
and losses.

The assets of the Separate Account are our property. The part of the assets that
is equal to the Investment Account values in respect of all Single Premium and
Flexible Premium Variable Life Insurance policies will not be charged with
liabilities from any other business we conduct. We can transfer to our general
account, Separate Account assets in excess of the liabilities of the Separate
Account arising under the Single Premium and Flexible Premium Variable Life
Insurance policies supported by the Separate Account.

                               INVESTMENT OPTIONS

ALLOCATIONS. You may allocate Net Premiums to the Fixed Account or any of the
Investment Accounts. Unless you change the initial premium allocation specified
in your application for this policy, it will continue to apply to subsequent
premium payments.

Allocation percentages must be zero or a whole number not greater than 100. The
sum of the allocation percentages must equal 100. You may change the allocation
percentages by Written Request to our Service Office. The change will take
effect as of the date we receive your request at our Service Office.

TRANSFERS. By Written Request you may transfer portions of your Policy Value
among the Investment Accounts and the Fixed Account.

Transfers are subject to the following restrictions:

(a)      you can make as many transfers in a Policy Year as you want. There is
         no charge for the first twelve transfers in any Policy Year. If you
         make more than twelve transfers in any Policy Year, the Transfer Fee
         shown in the Table of Values in the Policy Information section will
         apply to each subsequent transfer in that Policy Year. We will consider
         all transfer requests received on the same Business Day as one
         transfer;

(b)      you may transfer the Policy Value from any of the Investment Accounts
         to the Fixed Account without incurring the transfer charges in (a)
         above, provided such transfers occur within:

         (1)      eighteen months after the Issue Date, as shown in the Policy
                  Information section of this policy; or


         (2)      the later of (i) or (ii) below:

                  (i)      60 days from the effective date of a material change
                           in the investment objectives of any of the
                           Sub-Accounts; or

                  (ii)     60 days from the notification date of any such
                           change.

(c)      the maximum amount that you can transfer out of the Fixed Account in
         any one Policy Year is limited to the greater of:

         (1)      the Fixed Account Maximum Transfer Percentage shown in the
                  Policy Information section, multiplied by the value in the
                  Fixed Account at the previous Policy Anniversary; or

         (2)      the Fixed Account Maximum Transfer Amount shown in the Policy
                  Information section.

                                                                     (continued)
                                    Page 13
   24
                         INVESTMENT OPTIONS (continued)

(d)      any transfer out of the Fixed Account may not involve a transfer to the
         Investment Account for the Money Market Trust; and

(e)      transfer privileges are subject to any restrictions that may be imposed
         by the Trust.

ASSET ALLOCATION BALANCER TRANSFERS. If you elect this option, we will
automatically transfer amounts among your specified Investment Accounts in order
to maintain your designated percentage in each account. We will effect the
transfers six months after the Policy Date and each six month interval
thereafter.

The current and maximum Asset Allocation Balancer Charge for transfers under
this option are shown in the Policy Information section of this policy. We will
provide you with 90 days written notice of any change in the current amount.

When you change your premium allocation instructions, your Asset Allocation
Balancer will change so the two are identical. This change will automatically
occur unless you instruct us otherwise, or a Dollar Cost Averaging request is in
effect.

We reserve the right to cease to offer this option as of 90 days after we send
you written notice.

DOLLAR COST AVERAGING. If you elect this option, we will automatically transfer
amounts each month from one Investment Account to one or more of the other
Investment Accounts or the Fixed Account. You must select the amount to be
transferred and the accounts.

If the value in the Investment Account from which the transfer is being made is
insufficient to cover the transfer amount, we will not effect the transfer and
we will notify you.

The current and maximum Dollar Cost Averaging Charge for transfers under this
option are shown in the Policy Information section of this policy. We will
provide you with 90 days written notice of any change in the current amount.

We reserve the right to cease to offer this option as of 90 days after we send
you written notice.

                             POLICY LOAN CONDITIONS

At any time while this policy is in force and has an available loan value, you
can get a loan by Written Request. We may require a loan agreement from you as
the policy is the only security for the loan.

You should consult your tax adviser before making a decision to take out a new
loan.

AVAILABLE LOAN VALUE. The available loan value on any date is 90% of the Net
Cash Surrender Value.

LOAN ACCOUNT. When you take out a loan, or when loan interest charges are
borrowed, we will do a transfer from the Fixed Account and/or one or more of the
Investment Accounts into the Loan Account. Amounts we transfer into the Loan
Account cover the loan principal plus loan interest due to the next Policy
Anniversary.

A Loan Sub-Account exists for each Investment Account and for the Fixed Account.
Amounts transferred to the Loan Account are allocated to the appropriate Loan
Sub-Account to reflect the account from which the transfer was made.

You may tell us how much of the amount to be transferred to the Loan Account you
wish to allocate to your value in the Fixed Account and each of the Investment
Accounts. If you do not tell us, we will allocate the amounts to be transferred
in the same proportion that your value in the Fixed Account and the Investment
Accounts bears to the Net Policy Value.

                                                                     (continued)

                                    Page 14
   25
                       POLICY LOAN CONDITIONS (continued)

When an amount to be transferred is allocated to an Investment Account, we will
redeem units of that Investment Account sufficient in value to cover the
allocated amount. These transfers do not count as a transfer for the purposes of
the Transfers section of the Investment Options provision.

Interest is credited to the Loan Account and interest is also charged on the
Policy Debt, as described under the Loan Interest Charged and the Loan Interest
Credited sections of this provision.

LOAN INTEREST CHARGED. Interest will accrue daily on loans. In the event that
you do not pay the Loan Interest Charged in any Policy Year, it will be borrowed
against the policy and added to the Policy Debt in arrears at the Policy
Anniversary. We will allocate the amount borrowed for interest payment in the
same proportion that your value in the Fixed Account and the Investment Accounts
bears to the Net Policy Value as of the Policy Anniversary.

The policy will go into default at any time the Policy Debt exceeds the Policy
Value. At least 61 days prior to termination, we will send a notice to your last
known address. If you had filed a notice of assignment with us, we will also
send a copy of the notice to the last known address of the assignee on record.
Payment of the loan interest during the 61-day grace period will bring the
policy out of default.

The rate of interest charged is the effective annual Loan Interest Charged Rate
shown in the Table of Values in the Policy Information section.

After the tenth Policy Year, we will increase the Loan Interest Charged Rate at
any time it is determined that the rate being charged would cause a loan to be
taxable under any applicable ruling, regulation or court decision. We will
increase the Loan Interest Charged Rate to an amount that would result in the
transaction being treated as a loan under federal tax law.

Any change in the Loan Interest Charged Rate will apply to loans you take out
after the change.

LOAN INTEREST CREDITED. Interest will accrue daily to amounts in the Loan
Account. The effective annual Loan Interest Credited Rate is the difference
between the Loan Interest Charged Rate and the Loan Interest Credited
Differential.

We may change the differential as of 90 days after we send you written notice of
such change.

LOAN REPAYMENT. You may repay the Policy Debt in whole or in part at any time
prior to the death of the life insured and while the policy is in force.

When you repay a loan, we credit the amount to the Loan Account, and make a
transfer to the Fixed Account and/or the Investment Accounts.

We will allocate loan repayments as follows:

(a)      first to the Fixed Account, until the associated Loan Sub-Account is
         reduced to zero;

(b)      then to each Investment Account in the same proportion that the value
         in the corresponding Loan Sub-Account bears to the value of the Loan
         Account.

                                                                     (continued)
                                    Page 15
   26
                       POLICY LOAN CONDITIONS (continued)

While a loan exists, we will treat the amounts you pay as premiums, unless you
request in writing that they be treated as loan repayments. However, when a
portion of the Loan Account amount is allocated to the Fixed Account, we reserve
the right to require that premium payments be applied as loan repayments.

              CHANGING THE DEATH BENEFIT OPTION OR THE FACE AMOUNT

You may change your Death Benefit Option or your Face Amount of insurance by
Written Request. Such changes are subject to the general conditions of this
provision and the conditions described in the section for each type of change.

The following general conditions apply to changes in Death Benefit Option or
Face Amount of insurance:

(a)      changes may be made once in each Policy Year after the first Policy
         Anniversary;

(b)      changes will take effect as of the beginning of the next Policy Month
         following the date we approve the request; and

(c)      we reserve the right to limit any changes that would cause this policy
         to fail to qualify as life insurance according to section 7702 of the
         Internal Revenue Code of 1986, or any other equivalent section of the
         Code.

A Death Benefit Option Change or a Face Amount Change will cause a change in the
No-Lapse Guarantee Premium. These changes will also cause a change in the
Guideline Single Premium and Guideline Level Premium if you have elected the
Guideline Premium Test for the policy. An additional Surrender Charge Premium
Limit will be associated only with the new Face Amount if it has been added
after restoring prior decreases.

We will inform you of the new premium amounts at the time of the change.

CHANGE FROM DEATH BENEFIT OPTION 1 TO DEATH BENEFIT OPTION 2.

The Face Amount of insurance after the change from Option 1 to Option 2 will be
(a) minus (b), where:

(a)      is the Face Amount of insurance immediately before the change; and

(b)      is the Policy Value as of the effective date of the change.

We will not allow the change in Death Benefit Option if it would cause the Face
Amount to decrease below the Minimum Face Amount shown in the Table of Values in
the Policy Information section.

CHANGE FROM DEATH BENEFIT OPTION 2 TO DEATH BENEFIT OPTION 1.

The Face Amount of insurance after the change from Option 2 to Option 1 will be
(a) plus (b), where:

(a)      is the Face Amount of insurance immediately before the change; and

(b)      is the Policy Value as of the effective date of the change.

We will not increase the Surrender Charge because of the increase in the Face
Amount of insurance resulting from this change.

DECREASE IN FACE AMOUNT. The Minimum Face Amount Decrease is shown in the Table
of Values in the Policy Information section. We may decrease this amount as of
90 days after we send you written notice of the change.

                                                                     (continued)

                                    Page 16
   27
        CHANGING THE DEATH BENEFIT OPTION OR THE FACE AMOUNT (continued)

We will not allow a decrease:

(a)      if it is for the reduction or termination of a prior Face Amount
         increase which has been in force for less than one year; or

(b)      if it would cause the Face Amount to go below the Minimum Face Amount
         shown in the Table Of Values in the Policy Information section.

When you request a decrease in the Face Amount of insurance, we will reduce the
Face Amount in the following order:

(a)      the amounts of insurance provided by any increases you may have
         requested to the policy Face Amount, starting with the most recent
         increase until all such increases are reduced; then

(b)      the initial Face Amount of the policy.

INCREASE IN FACE AMOUNT. For an increase in the Face Amount of insurance you
must provide us with evidence of insurability on the life insured that is
satisfactory to us. The Minimum Face Amount Increase is shown in the Table of
Values in the Policy Information section. We may decrease this amount as of 90
days after we send you written notice of the change.

We reserve the right to refuse a Face Amount increase if the life insured's
Attained Age at the date the increase would be effective is greater than 90.

The Face Amount of insurance will increase in the following order:

(a)      we will restore the Face Amount reduced by the most recent decrease
         first; followed by

(b)      the next most recent decrease until all decreases are restored; then

(c)      we will add the new Face Amount of insurance.

There will be no new Surrender Charge associated with the restoration of prior
decreases under (a) or (b) above. However, there will be a new Surrender Charge
associated with the new Face Amount under (c). We will inform you of any new
Surrender Charges at the time of the increase.

You will not necessarily have to pay additional premium with an increase in Face
Amount, but the new Surrender Charge may require an additional premium payment
to prevent the policy from going into default.

For Surrender Charge purposes, the premiums attributable to the new Face Amount
will not exceed the Surrender Charge Premium Limit associated with that
increase.

                            SURRENDER AND WITHDRAWALS

SURRENDER OF THE POLICY. You may surrender this policy for its Net Cash
Surrender Value at any time prior to the death of the life insured. We will
determine the Net Cash Surrender Value as of the end of the Business Day on
which we receive the policy and your Written Request for surrender at our
Service Office. After we receive your surrender request, no insurance will be in
force.

If you surrender your policy during the Surrender Charge Period, we will deduct
a Surrender Charge from your Policy Value in calculating the Net Cash Surrender
Value. If you have increased the Face Amount of insurance, the Surrender Charge
will be the sum of the Surrender Charge for the initial Face Amount plus the
Surrender Charge for each increase as shown in the Policy Update page amending
the policy. No additional Surrender Charge will be imposed on any portion of an
increase in Face Amount that restores a prior decrease.

                                                                     (continued)

                                     Page 17
   28
                      SURRENDER AND WITHDRAWALS (continued)

PARTIAL NET CASH SURRENDER VALUE WITHDRAWAL. You may request a partial Net Cash
Surrender Value withdrawal once each Policy Month after the first Policy
Anniversary. You may make this request provided there is a Net Cash Surrender
Value for the policy. The partial Net Cash Surrender Value withdrawal will be
done as of the end of the Business Day on which we receive your Written Request.

You may specify the accounts from which we should make the partial Net Cash
Surrender Value withdrawal. If we do not receive such instructions, we will make
the withdrawal in the same proportion that the value in the Fixed Account and
the Investment Accounts bears to the Net Policy Value.

We will deduct a pro-rata Surrender Charge from the Policy Value at the time of
the partial Net Cash Surrender Value withdrawal. The pro-rata charge deducted
will equal the sum of the pro-rata Surrender Charge for the initial Face Amount
and any previous increase in Face Amount. This amount is (a) divided by (b),
multiplied by (c), where:

(a)      is the amount of the partial Net Cash Surrender Value withdrawal;

(b)      is the Net Cash Surrender Value prior to the withdrawal; and

(c)      is the current total Surrender Charge prior to the withdrawal.

We will allocate the deduction of the pro-rata charge for the withdrawal to the
Fixed Account and the Investment Accounts in the same proportion that the
withdrawal from each account bears to the total withdrawal.

If the withdrawal plus the pro-rata Surrender Charge allocated to a particular
account are greater than the value of that account, we will reduce the portion
of the withdrawal allocated to that account. We will reduce the allocated
portion so that the withdrawal plus the pro-rata charge allocated to the account
equal the value of the account.

If Death Benefit Option 1 is in effect at the time of the withdrawal, the Face
Amount will be reduced by:

(a)      the amount of the withdrawal plus the pro-rata Surrender Charge, if at
         the time of the withdrawal the Death Benefit equals the Face Amount;
         otherwise

(b)      the amount, if any, by which the withdrawal plus the pro-rata Surrender
         Charge exceeds the difference between the Death Benefit and the Face
         Amount.

If there has been a prior increase in Face Amount, then the Face Amount will be
decreased in the same order as if you had requested the decrease. See the
Decrease in Face Amount section of the Changing The Death Benefit Option Or The
Face Amount provision. Withdrawals will be limited if they would otherwise cause
the Face Amount to fall below the Minimum Face Amount shown in the Table of
Values in the Policy Information section.

Each time we deduct the pro-rata Surrender Charge for a partial withdrawal, we
will reduce the remaining Surrender Charge in the same proportion that the
Surrender Charge deducted bears to the total Surrender Charge immediately before
the partial withdrawal.

Partial Net Cash Surrender Value withdrawals do not affect the Face Amount of
your policy if Death Benefit Option 2 is in effect.

                                    Page 18
   29
                              CONVERSION PRIVILEGE

You may convert your policy to a fixed paid-up benefit at any Policy
Anniversary, without evidence of insurability.

The conversion is subject to the following conditions:

(a)      no further Monthly Deductions will be taken from the Policy Value after
         the date of conversion;

(b)      the Death Benefit, the Policy Value, other values based on the Policy
         Value, and the Investment Account values will be determined as of the
         Business Day on which we receive your Written Request for conversion;

(c)      the basis for determining the Policy Value will be the Commissioners
         1980 Standard Ordinary Smoker or Non-Smoker Mortality Table and an
         interest rate of 4% per year; and

(d)      the Flexible Premium Variable Life coverage cannot be reinstated after
         the date of the conversion.

                      RIGHT TO POSTPONE PAYMENT OF BENEFITS

We reserve the right to postpone the payment of Net Cash Surrender Values,
partial Net Cash Surrender Value withdrawals, policy loans and the portion of
the Insurance Benefit that depends on Investment Account values, for any period
during which:

(a)      the New York Stock Exchange (Exchange) is closed for trading (other
         than customary week-end and holiday closings), or trading on the
         Exchange is otherwise restricted; or

(b)      an emergency exists as defined by the Securities and Exchange
         Commission (SEC), or the SEC requires that trading be restricted.

We also reserve the right to postpone payments for up to six months if such
payments are based on values that do not depend on the investment performance of
the Sub-Accounts.

In addition, we may defer transfers under the circumstances stated in (a) and
(b) above, and in the Transfers section of the Investment Options provision.

                            RIGHT TO CANCEL INCREASES

If you request an increase in Face Amount which results in a new Surrender
Charge, you have the same rights to cancel the increase as described on the
front cover of this policy, under the Right to Return Policy. If canceled, the
Policy Value and the Surrender Charge will be recalculated to the amounts they
would have been, had the increase not taken place. You may request a refund for
all or a portion of premiums paid during this period. Upon payment of the
refund, we will recalculate the Policy Value and the Surrender Charge to the
amounts they would have been, had the premiums not been paid.

                                     SUICIDE

If within two years after the Issue Date the life insured dies by suicide, the
policy will terminate and our liability will be limited to:

(a)      the premiums paid; less

(b)      any partial Net Cash Surrender Value withdrawals; and less

(c)      the Policy Debt.

If the life insured dies by suicide, within two years after an applied for
increase in Face Amount takes effect, the Death Benefit for that increase will
be limited to the Monthly Deductions taken for the increase.

We reserve the right under this provision to obtain evidence of the manner and
cause of death of the life insured.

                                    Page 19
   30
                                   BENEFICIARY

The following four sections will apply unless there is a beneficiary appointment
in force that provides otherwise.

BENEFICIARY CLASSIFICATION. You can appoint beneficiaries for the Insurance
Benefit in three classes: primary, secondary and final. Beneficiaries in the
same class will share equally in the Insurance Benefit payable to them.

PAYMENT TO BENEFICIARIES.  We will pay the Insurance Benefit:

(a)      to any primary beneficiaries who are alive when the life insured dies;
         or

(b)      if no primary beneficiary is then alive, to any secondary beneficiaries
         who are then alive; or

(c)      if no primary or secondary beneficiary is then alive, to any final
         beneficiaries who are then alive.

CHANGE OF BENEFICIARY. Until the life insured's death you can change the
beneficiary by Written Request unless you make an irrevocable designation. We
are not responsible if the change does not achieve your purpose. The change will
take effect as of the date you signed such request. It will not apply to any
payments we made or any action we may have taken before we received your Written
Request.

DEATH OF BENEFICIARY. If no beneficiary is alive when the life insured dies, the
Insurance Benefit will be payable to you; or to your estate if you are the life
insured. Unless otherwise provided, if a beneficiary dies before the seventh day
after the death of the life insured, we will pay the Insurance Benefit as if the
beneficiary had died before the life insured.

                            OWNERSHIP AND ASSIGNMENT

Until the life insured's death, without the consent of any beneficiary, except
an irrevocable beneficiary, you as owner can:

(a)      receive any amount payable under your policy;

(b)      exercise all rights and privileges granted by the policy; and

(c)      assign the policy.

An assignment does not bind us until we receive it in writing at our Service
Office. We are not responsible for its validity or its effects. It should be
filed with us in duplicate. We will return a copy.

CHANGE OF OWNER. Until the life insured's death, the owner can change the
ownership of the policy by Written Request. The change will take effect as of
the date you signed the Written Request. It will not apply to any payments we
made or any action we may have taken before we received your Written Request.

TRUSTEE OWNER. Should the owner be a trustee, payment to the trustee(s) of any
amount to which the trustee(s) is (are) entitled under the policy, either by
death or otherwise, will fully discharge us from all liability under the policy
to the extent of the amount so paid.

JOINT OWNERSHIP. Two or more owners will own the policy as joint tenants with
right of survivorship, unless otherwise requested on the application or in any
subsequent assignment of the policy. On death of any of the owners, the deceased
owner's interest in the policy passes to the surviving owner(s).

Any rights and privileges that may be exercised by the owner, may be exercised
only with the consent of all joint owners.

SUCCESSOR OWNER. Upon the owner's death during the lifetime of the life insured,
a named successor owner will, if then living, have all the owner's rights and
interest in the policy. Until the life insured's death, the owner, without the
consent of any revocable beneficiary or any successor owner, can cancel or
change the designation of successor owner. This may be done from time to time by
agreement in writing with us.

                          PROTECTION AGAINST CREDITORS

If permitted by state law, all payments shall be exempt from the debts and
contracts of the owners and beneficiaries, and from seizure by court order.

                                     Page 20
   31
                          CURRENCY AND PLACE OF PAYMENT

All payments to or by us will be in U.S. currency. We will make payments from
our Service Office. We may require proof that the person claiming any payment is
entitled to it.

                                    CONTRACT

The policy, application, supplementary benefits, and any endorsements form your
whole contract. A copy of the application is attached to the policy and deemed a
part of it. We will not be bound by any statement that is not in the application
or the policy.

Only our President or one of our Vice-Presidents can agree to amend or modify
the policy or waive any of its provisions. Any change must be in writing.

Statements made by you or the life insured are representations, not warranties.
We will not use any statement by you or the life insured to deny a claim, unless
it is written in the application or any supplement to the application.

                                    VALIDITY

We have the right to contest the validity of this policy based on material
misstatements made in the initial application or an application for policy
change that requires evidence of insurability. However, we cannot contest the
validity of your policy after it has been in force during the life insured's
lifetime for two years from the Issue Date.

We cannot contest the validity of an applied for increase in Face Amount or the
addition of a Supplementary Benefit after such increase or addition has been in
force during the life insured's lifetime for two years from the date of such
increase or addition.

We can contest after two years if the policy has been reinstated and has been in
force during the life insured's lifetime for less than two years from the
reinstatement date. If this is the case, we can only contest the validity in
respect of any fact material to the reinstatement that was misrepresented.

                                NON-PARTICIPATING

Your policy is non-participating.  It does not earn dividends.

                                   AGE AND SEX

If the life insured's Age or Sex was misstated in the application, we will
change the Face Amount of insurance. The new Face Amount will be determined so
that the Death Benefit will be that which the most recent Cost of Insurance
deduction would have purchased for the correct Age and Sex.

                                FLEXIBLE FACTORS

When determining the rate of interest to be used in crediting interest to the
portion of the Policy Value in the Fixed Account, and any changes in that rate,
we will consider the following factors: expected mortality and persistency
experience; expected investment earnings; and expected operating expenses. We
will consider the same factors when we determine the actual cost of insurance;
the deductions from premiums for premium load; administrative charges; and
whenever changes are made to any of these charges. We will not try to recover
any losses in earlier years by increasing your charges in later years.

Adjustments to flexible factors will be by class and be determined by us from
time to time based on future expectations for such factors. Any change will be
determined in accordance with procedures and standards on file with the
Superintendent of Insurance of the state of New York.

                                    Page 21
   32
                             HOW VALUES ARE COMPUTED

We provide Cash Surrender Values that are at least equal to those required by
law. A detailed statement of the method of computing the values of this policy
has been filed with the insurance department of the state in which this policy
is delivered.

We use the Commissioners 1980 Standard Ordinary Smoker/Non-Smoker Mortality
Table in computing reserves, and in determining Maximum Cost of Insurance Rates.
Values relating to amounts in the Fixed Account are computed at the Fixed
Account Rate shown in the Table of Values in the Policy Information section.

                                ANNUAL STATEMENT

Within 30 days after each Policy Anniversary, we will send you a report showing:

(a)      the Death Benefit;

(b)      the Policy Value;

(c)      the current allocation of money in the Fixed Account, the Loan Account
         and each of the Investment Accounts;

(d)      the value of the units in each chosen Investment Account;

(e)      any Loan Account balance and loan interest charged since the last
         report;

(f)      the premiums paid and policy transactions for the year; and

(g)      any further information required by law.

                               TAX CONSIDERATIONS

It is the intent that this policy be considered as life insurance for tax
purposes, to comply with Section 7702 of the Internal Revenue Code of 1986, or
any other equivalent section of the code. We reserve the right to limit the
amount of premiums paid for this policy, or to make any other reasonable
adjustments to the terms or conditions of this policy if it becomes necessary to
allow it to qualify as life insurance.

This provision should not be construed to guarantee that the policy will be
treated as life insurance or that the tax treatment of life insurance will never
be changed by the future actions of any tax authority.

                                    Page 22
   33
                                     [LOGO]



FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

ADJUSTABLE DEATH BENEFIT.

FLEXIBLE PREMIUMS PAYABLE TO THE MATURITY DATE OR UNTIL PRIOR DEATH OF THE
LIFE INSURED.

POLICY VALUES ALLOCATED TO AN INVESTMENT ACCOUNT REFLECT THE INVESTMENT
EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS.

INVESTMENT OPTIONS ARE DESCRIBED IN THE "POLICY VALUE COMPOSITION" AND THE
"INVESTMENT OPTIONS" PROVISIONS.

NON-PARTICIPATING (NOT ELIGIBLE FOR DIVIDENDS).



                  IMPORTANT NOTICE

                  To claim a benefit or request a change in your policy, contact
                  our nearest representative or write to our Service Office at
                  the address below.

                  Please tell us promptly of any change in your address.

                  WE STRONGLY URGE THAT, BEFORE YOU TAKE ANY ACTION TO REPLACE
                  THIS OR ANY OTHER POLICY, YOU ASK THE ADVICE OF THE COMPANY
                  THAT ISSUED THE POLICY.





Service Office Mailing Address:

The Manufacturers Life Insurance Company of New York
P.O. Box 633
Niagara Square Station

Buffalo, NY  14202-0633

Toll Free Number: 1-888-267-7784

Manulife Financial and the block design are registered service marks of The
Manufacturers Life Insurance Company and are used by it and its subsidiaries.