EXHIBIT 6

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

VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
(1933 FILE ACT NO. 333-83023)

This document sets forth, as required by Rule 6e-3(T)(b)(12)(iii), the
administrative procedures that will be followed by The Manufacturers Life
Insurance Company of New York (the "Company") and any office the Company
designates for the receipt of payments and processing of policyowner requests
(the "Service Office") in connection with the issuance of its flexible premium
variable universal life insurance policies described in this registration
statement (1933 Act file no. 333-83023) (the "Policy"), the transfer of assets
held thereunder, and the redemption by policyowners of their interests in the
Policy.

I. ISSUING A POLICY

A. PREMIUMS

This Policy is a flexible premium variable universal life insurance policy.
The Policy permits the policyowner to pay flexible premiums. After payment
of the initial premium, premiums may be paid at any time and in any amount
during the lifetime of the insured. A Policy will be issued with a planned
premium, which is based on the amount of premium the policyowner wished to
pay. In no event may the total of all premiums paid exceed the then-current
maximum premium limitations established by federal income tax law for
Policies that qualify as life insurance under the Guideline Premium Test or
the Cash Value Accumulation Test. If, at any time, a premium is paid which
would result in total premiums exceeding the above maximum premium
limitation, the Company will only accept that portion of the premium which
will make the total premiums equal to the maximum. Any part of the premium
in excess of that amount will be returned and no further premiums will be
accepted until allowed by the then-current maximum premium limitation. The
Company also reserves the right to request evidence of insurability if a
premium payment would result in an increase in the death benefit that is
greater than the increase in Policy Value.

B. UNDERWRITING

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

C. APPLICATION

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

Policies may be issued on a basis which does not distinguish between the
insured's sex, with prior approval from the Company. Generally, a Policy
will only be issued on the lives of insureds from ages 0 through 90.

Each Policy is issued with a Policy Date, an Effective Date and an Issue
Date.

The POLICY DATE is the date coverage takes effect under the Policy,
provided the Company receives the minimum initial premium at its Service
Office, and is the date from which the first monthly deductions are
calculated and from which Policy Years, Policy Months and Policy
Anniversaries are determined.

The EFFECTIVE DATE is the date the underwriters approve issuance of the
Policy. If the Policy is approved without the initial premium, the
Effective Date will be the date the Company receives at least the minimum
initial premium at its Service Office.

The ISSUE DATE is the date the Company issued the Policy. It is the date
from which the suicide and incontestability provisions are measured.

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

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

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

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

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

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

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

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

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

D. MINIMUM INITIAL FACE AMOUNT

The Company will generally issue a Policy only if it has a Face Amount of
at least $100,000.

E. BACKDATING A POLICY

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

As of the Effective Date, the premiums paid plus interest credited, net of
the premium charge, will be allocated among the Investment Accounts (as
described below under ("Policy Value - Investment Accounts") and/or Fixed
Account in accordance with the policyowner's instructions.

F. TEMPORARY INSURANCE

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

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

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

G. RIGHT TO EXAMINE THE POLICY

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

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

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

H. PREMIUM ALLOCATION

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

On the later of the Effective Date or the date a premium is received, the
Net Premiums paid plus interest credited will be allocated among the
Investment Accounts or the Fixed Account in accordance with the
policyowner's instructions.

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

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

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II. DEATH BENEFIT OPTION CHANGES

The death benefit option may be changed once each Policy Year after the
first Policy Year. The change will occur on the first day of the next
Policy month after a written request for a change is received at the
Service Office. The Company reserves the right to limit a request for a
change if the change would cause the Policy to fail to qualify as life
insurance for tax purposes. The Company will not allow a change in death
benefit option if it would cause the face amount to decrease below
$100,000.

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

Change from Option 1 to Option 2
The new Face Amount will be equal to the Face Amount prior to the change
minus the Policy Value as of the date of the change.

Change from Option 2 to Option 1
The new Face Amount will be equal to the Face Amount prior to the change
plus the Policy Value as of the date of the change. No new surrender
charges will apply to an increase in Face Amount solely due to a change in
the death benefit option.

III. FACE AMOUNT CHANGES

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

A. INCREASE IN FACE AMOUNT

Increases in Face Amount are subject to satisfactory evidence of
insurability. An increase in Face Amount may be made once each Policy Year
after the first Policy Year. Any increase in Face Amount must be at least
$50,000. An increase will become effective at the beginning of the Policy
Month following the date the Company approves the requested increase. The
Company reserves the right to refuse a requested increase if the life
insured's Attained Age (the age at issue plus the number of whole years
that have elapsed since the Policy Date) at the effective date of the
increase would be greater than 90.

B. NEW SURRENDER CHARGES FOR AN INCREASE

An increase in Face Amount will usually result in the Policy being subject
to new surrender charges. The new surrender charges will be computed as if
a new Policy were being purchased for the increase in Face Amount. The
premiums attributable to the new Face Amount will not exceed the surrender
charge premium limit associated with that increase. There will be no new
surrender charges associated with restoration of a prior decrease in Face
Amount. As with the purchase of a Policy, a policyowner will have a free
look right with respect to any increase resulting in new surrender charges.

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

C. INCREASE WITH PRIOR DECREASES

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

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D. DECREASE IN FACE AMOUNT

Decreases in Face Amount may be made once each Policy Year after the first
Policy Year. Any decrease in Face Amount must be at least $50,000. A
written request from a policyowner for a decrease in the Face Amount will
be effective at the beginning of the Policy Month following the date the
Company approves the requested decrease. If there have been previous
increases in Face Amount, the decrease will be applied to the most recent
increase first and thereafter to the next most recent increases
successively. The Company will not allow a decrease in the Face Amount if
it is for the reduction or termination of a prior Face Amount increase
which has been in force for less than one year. Under no circumstances
should the sum of all decreases cause the Policy to fall below the minimum
Face Amount of $100,000. Decreases in Face Amount will not result in a
decrease in surrender charges.

E. CHANGING BOTH THE FACE AMOUNT AND THE DEATH BENEFIT OPTION

If a policyowner requests to change both the Face Amount and the Death
Benefit Option in the same month, the Death Benefit Option change shall be
deemed to occur first.

IV. POLICY VALUE

A. DETERMINATION OF THE POLICY VALUE

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

B. INVESTMENT ACCOUNTS

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

C. FIXED ACCOUNT

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

D. LOAN ACCOUNT

Amounts borrowed from the Policy are transferred to the Loan Account.
Amounts in the Loan Account do not vary with the investment performance of
any sub-account. Instead, these amounts are credited with interest at a
rate which is equal to the amount charged on the outstanding Policy Debt
(the aggregate amount of policy loans, including borrowed and accrued
interest, less any loan repayments) less the Loan Spread set forth in the
Policy. (See "Policy Loans - Interested Credited to the Loan Account"
below).

E. UNITS AND UNIT VALUES

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

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For premiums received before the Effective Date, the values will be
determined on the Effective Date.

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

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

Unit Values
The value of a unit of each sub-account was initially fixed at $10.00. For
each subsequent Business Day the unit value for that sub-account is
determined by multiplying the unit value for the immediately preceding
Business Day by the net investment factor for the sub-account on such
subsequent Business Day.

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

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

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

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

V. TRANSFER OF POLICY VALUE

A. GENERAL TRANSFERS

At any time, a policyowner may transfer Policy Value (the sum of the values
in the Loan Account, the Fixed Account and the Investment Accounts) from
one sub-account to another or to the Fixed Account. (Transfers involving
the Fixed Account are subject to certain limitations noted below.) Transfer
requests must be in writing in a format satisfactory to the Company.

These transfer privileges are subject to the Company's consent. The Company
reserves the right to impose limitations on transfers, including the
maximum amount that may be transferred. The Company also reserves the right
to modify or terminate the transfer privilege at any time in accordance
with applicable law. Transfers may also be delayed during any period which
(i) the New York Stock Exchange is closed for trading (except for normal
weekend and holiday closings), (ii) trading on the New York Stock Exchange
is restricted, and (iii) an emergency exists as a result of which disposal
of securities held in the Separate Account is not reasonably practicable or
it is not reasonably practicable to determine the value of the Separate
Account's net assets. Transfer privileges are also subject to any
restrictions that may be imposed by Manufacturers Investment Trust. In
addition, the Company reserves the right to defer the transfer privilege at
any time when we are unable to purchase or redeem shares of Manufacturers
Investment Trust.

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

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

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

Such transfers will not count against the twelve transfers that may be made
free of charge in any Policy Year as described below.

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A policyowner may make up to twelve transfers each policy year free of
charge. Additional transfers in each policy year may be made at a cost of
per transfer as set forth in the currently effective prospectus. This
charge will be deducted from the Investment Account or the Fixed Account to
which the transfer is being made. All transfer requests received by the
Company on the same Business Day are treated as a single transfer request.

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

VI. POLICY SURRENDER AND PARTIAL WITHDRAWALS

A. POLICY SURRENDER

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

A policyowner may make a partial withdrawal of the Net Cash Surrender Value
once each Policy Month after the first Policy Anniversary. The policyowner
may specify the portion of the withdrawal to be taken from each Investment
Account and the Fixed Account. In the absence of instructions, the
withdrawal will be allocated among such accounts in the same proportion as
the Policy Value in each account bears to the Net Policy Value (Policy
Value less the value in the Loan Account). Withdrawals will be limited if
they would otherwise cause the Face Amount to fall below $100,000.

If Death Benefit Option 1 is in effect when a partial withdrawal is made,
the Face Amount of the Policy will be reduced by the amount of the
withdrawal plus any applicable Surrender Charges.

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

As long as the Policy is in force, the Company will ordinarily pay any
policy loans, surrenders, partial withdrawals or insurance benefit within
seven days after receipt at its Service Office of all the documents
required for such a payment. The Company may delay for up to six months the
payment from the Fixed Account of any policy loans, surrenders, partial
withdrawals, or insurance benefit. In the case of any such payments from
any Investment Account, the Company may delay payment during any period
during which (i) the New York Stock Exchange is closed for trading (except
for normal weekend and holiday closings), (ii) trading on the New York
Stock Exchange is restricted, and (iii) an emergency exists as a result of
which disposal of securities held in the Separate Account is not reasonably
practicable or it is not reasonably practicable to determine the value of
the Separate Account's net assets; provided that applicable rules and
regulations of the SEC shall govern as to whether the conditions described
in (ii) and (iii) exist.

B. SURRENDER CHARGES

The Company will deduct a Surrender Charge if during the first 10 years
following the Policy date, or the

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effective date of a Face Amount increase:

- the Policy is surrendered for its Net Cash Surrender Value,
- a partial withdrawal is made, or
- the Policy lapses.

Surrender Charge Calculation

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

Surrender Charge = (Surrender Charge Rate) x (Face Amount associated with
the Surrender Charge / 1000) x (Grading Percentage)

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

Surrender Charge Rate = (X) + ((80%)x (Surrender Charge Premium)) where "X"
is equal to:

Table for Rate per $1,000 of Face Amount:

- ----------------------------------------------------------------------------------------------------------------------
Age at Issue or Increase Rate per $1,000 of Face Age at Issue or Increase Rate per $1,000 of Face
Amount Amount
- ----------------------------------------------------------------------------------------------------------------------

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

0 $2.00 18 $4.25
- ----------------------------------------------------------------------------------------------------------------------
1 2.13 19 4.38
- ----------------------------------------------------------------------------------------------------------------------
2 2.25 20 4.50
- ----------------------------------------------------------------------------------------------------------------------
3 2.38 21 5.00
- ----------------------------------------------------------------------------------------------------------------------
4 2.50 22 5.50
- ----------------------------------------------------------------------------------------------------------------------
5 2.63 23 6.00
- ----------------------------------------------------------------------------------------------------------------------
6 2.75 24 6.50
- ----------------------------------------------------------------------------------------------------------------------
7 2.88 25 7.00
- ----------------------------------------------------------------------------------------------------------------------
8 3.00 26 7.20
- ----------------------------------------------------------------------------------------------------------------------
9 3.13 27 7.40
- ----------------------------------------------------------------------------------------------------------------------
10 3.25 28 7.60
- ----------------------------------------------------------------------------------------------------------------------
11 3.38 29 7.80
- ----------------------------------------------------------------------------------------------------------------------
12 3.50 30 8.00
- ----------------------------------------------------------------------------------------------------------------------
13 3.63 31 8.04
- ----------------------------------------------------------------------------------------------------------------------
14 3.75 32 8.08
- ----------------------------------------------------------------------------------------------------------------------
15 3.88 33 8.12
- ----------------------------------------------------------------------------------------------------------------------
16 4.00 34 8.16
- ----------------------------------------------------------------------------------------------------------------------
17 4.13 35 and over 8.20
- ----------------------------------------------------------------------------------------------------------------------

DEFINITIONS OF THE FORMULA FACTORS ABOVE

The SURRENDER CHARGE PREMIUM is the lesser of:

(a) the premiums paid during the first policy year per $1,000 of Face
Amount at issue or following a Face Amount increase, and

(b) the Surrender Charge Premium Limit specified in the Policy per $1,000
of Face Amount.

Face of the Policy Associated with the Surrender Charge

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

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Grading Percentage

The grading percentages during the Surrender Charge Period and set forth in
the table below apply to the initial Face Amount and to all subsequent Face
Amount increases.

The grading percentage is based on the Policy Year in which the transaction
causing the assessment of the charge occurs as set forth in the table
below:

SURRENDER CHARGE PERIOD SURRENDER CHARGE GRADING
PERCENTAGE
----------------------------------------------------

1 100%
2 90%
3 80%
4 70%
5 60%
6 50%
7 40%
8 30%
9 20%
10 10%
11 0%

Within a Policy Year, grading percentages will be interpolated on a monthly
basis. For example, if the policyowner surrenders the Policy during the
fourth month of Policy Year 4, the grading percentage will be 67.5%.

SURRENDER CHARGES ON A PARTIAL WITHDRAWAL

A partial withdrawal will result in the assessment of a portion of the
Surrender Charges to which the Policy is subject. The portion of the
Surrender Charges assessed will be based on the ratio of the amount of the
withdrawal to the Net Cash Surrender Value of the Policy as at the date of
the withdrawal. The Surrender Charges will be deducted from the Policy
Value at the time of the partial withdrawal on a pro-rata basis from each
of the Investment Accounts and the Fixed Account. If the amount in the
accounts is not sufficient to pay the Surrender Charges assessed, then the
amount of the withdrawal will be reduced.

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

VII. LAPSE AND REINSTATEMENT

A. LAPSE

Unless the No-Lapse Guarantee is in effect, a Policy will go into default
if at the beginning of any Policy Month the Policy's Net Cash Surrender
Value would be zero or below after deducting the monthly deduction then
due. The Company will notify the policyowner of the default and will allow
a 61 day grace period in which the policyowner may make a premium payment
sufficient to bring the Policy out of default. The required payment will be
equal to the amount necessary to bring the Net Cash Surrender Value to
zero, if it was less than zero on the date of default, plus the monthly
deductions due at the date of default and payable at the beginning of each
of the two Policy Months thereafter, plus any applicable premium charge. If
the required payment is not received by the end of the grace period, the
Policy will terminate with no value.

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Death During Grace Period

If the life insured should die during the grace period, the Policy Value
used in the calculation of the death benefit will be the Policy Value as of
the date of default and the insurance benefit will be reduced by any
outstanding monthly deductions due at the time of death.

No-Lapse Guarantee

As long as the No-Lapse Guarantee Cumulative Premium Test is satisfied
during the No-Lapse Guarantee Period, as described below, the Company will
guarantee that the Policy will not go into default, even if adverse
investment experience or other factors should cause the Policy's Net Cash
Surrender Value to fall to zero or below during such period.

The No-Lapse Guarantee Period is the first five Policy Years for life
insureds with an issue age up to and including age 85. It is not offered to
life insureds whose Issue Age exceeds age 85.

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

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

B. REINSTATEMENT

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

(a) the life insured's risk classification is standard or preferred, and
(b) the life insured's Attained Age is less than 46.

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

(a) Evidence of the life insured's insurability, satisfactory to the
Company, is provided to the Company;
(b) A premium equal to the amount that was required during the 61 day
grace period following default plus the next two monthly deductions
must be paid to the Company.

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

VIII. POLICY LOANS

While the Policy is in force and has an available loan value, a policyowner
may borrow against the Policy Value of the Policy. The Policy serves as the
only security for the loan.

A. AVAILABLE LOAN VALUE

The amount of any loan cannot exceed 90% of the Net Cash Surrender Value.

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B. INTEREST CHARGED ON POLICY LOANS

Interest on the Policy Debt will accrue daily and be payable annually on
the Policy Anniversary. During the first ten Policy Years, the rate of
interest charged will be an effective annual rate of 5.25%. Thereafter the
rate of interest charged will be an effective annual rate of 4%, subject to
the Company's reservation of the right to increase the rate if the Company
determines, in its sole discretion, that there is a substantial risk that a
loan will be treated as a taxable distribution under Federal tax law. If
the interest due on a Policy Anniversary is not paid by the policyowner,
the interest will be borrowed against the Policy.

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

C. LOAN ACCOUNT

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

D. INTEREST CREDITED TO THE LOAN ACCOUNT

Interest will be credited to amounts in the Loan Account at an effective
annual rate of at least 4.00%. The actual rate credited is equal to the
rate of interest charged on the policy loan less the Loan Interest Credited
Differential, which is currently 1.25% during the first ten policy years
and 0% thereafter, and is guaranteed not to exceed 1.25%. The Company may
change the Current Loan Interest Credited Differential as of 90 days after
sending you written notice of such change.

E. LOAN REPAYMENTS

Policy Debt may be repaid in whole or in part at any time prior to the
death of the life insured, provided that the Policy is in force. When a
repayment is made, the amount is credited to the Loan Account and
transferred to the Fixed Account or the Investment Accounts. Loan
repayments will be allocated first to the Fixed Account until the
associated Loan Sub-Account is reduced to zero and then to each Investment
Account in the same proportion as the value of the corresponding Loan
Sub-Account bears to the value of the Loan Account. Amounts paid to the
Company not specifically designated in writing as loan repayments will be
treated as premiums. However, when a portion of the Loan Account amount is
allocated to the Fixed Account, the Company reserves the right to require
that premium payments be applied as loan repayments.

F. LOAN ACCOUNT ADJUSTMENTS

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

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G. LOAN REPAYMENTS

Policy Debt may be repaid in whole or in part at any time prior to the
death of the life insured, provided that the Policy is in force. When a
repayment is made, the amount is credited to the Loan Account and
transferred to the Fixed Account or the Investment Accounts. Loan
repayments will be allocated first to the Fixed Account until the
associated Loan Sub-Account is reduced to zero and then to each Investment
Account in the same proportion as the value in the corresponding Loan
Sub-Account bears to the value of the Loan Account. Amounts paid to the
Company not specifically designated in writing as loan repayments will be
treated as premiums. However, when a portion of the Loan Account amount is
allocated to the Fixed Account, the Company reserves the right to require
that premium payments be applied as loan repayments.