MANUFACTURERS LIFE INSURANCE CO OF NORTH AMERICA SEP ACC A, 497, 1998-05-06

MANUFACTURERS LIFE INSURANCE CO OF NORTH AMERICA SEP ACC A
497, 1998-05-06

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<PAGE> 1
Annuity Service Office Mailing Address
116 Huntington Avenue Post Office Box 9230
Boston, Massachusetts 02116 Boston, Massachusetts
(617) 266-6004 02205-9230
(800) 344-1029

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THE MANUFACTURES LIFE INSURANCE COMPANY OF NORTH AMERICA SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------
OF
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA

FLEXIBLE PURCHASE PAYMENT INDIVIDUAL DEFERRED
COMBINATION FIXED AND VARIABLE ANNUITY CONTRACT NON-PARTICIPATING

This Prospectus describes a flexible purchase payment individual
deferred combination fixed and variable annuity contract (the "contract")
issued by The Manufacturers Life Insurance Company of North America, formerly
North American Security Life Insurance Company (the "Company"), a stock life
insurance company the ultimate parent of which is The Manufacturers Life
Insurance Company ("Manulife"). The contract is designed for use in connection
with retirement plans which may or may not qualify for special Federal income
tax treatment.

Prior to October, 1993, the Company issued two classes of variable
annuity contracts which are no longer being issued but under which purchase
payments may continue to be made "Ven 3" contracts, which were sold during the
period from November, 1986 until October, 1993, and "Ven 1" contracts, which
were sold during the period from June, 1985 until June, 1987. The Company also
has a class of variable annuity contracts which are no longer being issued,
except in the states of Maryland and Oregon, but under which purchase payments
may continue to be made ("Ven 7 contracts"). This Prospectus principally
describes the contract offered by this Prospectus but also describes the Ven 7,
Ven 3 and Ven 1 contracts (collectively, "prior contracts"). The principal
differences between the contract offered by this Prospectus and the prior
contracts relate to the investment options available under the contracts,
charges made by the Company, death benefit provisions and in the case of Ven 7
contracts, a minimum interest rate to be credited for any guarantee period
under the fixed portion of the contract (see "Appendices C and D").

The contract provides for the accumulation of contract values and the
payment of annuity benefits on a variable and/or fixed basis. The contract
offers forty investment options: thirty-five variable and five fixed. The
variable portion of the contract value and annuity payments, if selected on a
variable basis, will vary according to the investment performance of the
sub-accounts of The Manufacturers Life Insurance Company of North America
Separate Account A, formerly NASL Variable Account (the "Variable Account").
The Variable Account is a separate account established by the Company.
Purchase payments and earnings on those purchase payments may be allocated to
and transferred among one or more of thirty-five sub-accounts of the Variable
Account. The assets of each sub-account are invested in shares of
Manufacturers Investment Trust, formerly NASL Series Trust (the "Trust"), a
mutual fund having an investment portfolio for each sub-account of the Variable
Account (see the accompanying prospectus of the Trust). Fixed contract values
may be accumulated under one, three, five and seven year fixed account
investment options and, in states where approved, a dollar cost averaging fixed
investment option. Except as specifically noted herein and as set forth under
the caption "FIXED ACCOUNT INVESTMENT OPTIONS" below, this Prospectus describes
only the variable portion of the contract.

Additional information about the variable portion of the contract and
Variable Account is contained in a Statement of Additional Information, dated
the same date as this Prospectus, which has been filed with the Securities and
Exchange Commission (the "SEC") and is incorporated herein by reference. The
Statement of Additional Information is available without charge upon request by
writing the Company at the above address or telephoning (800) 344-1029. In
addition, the SEC maintains a Web site (http://www.sec.gov) that contains the
Statement of Additional Information, material incorporated by reference, and
other information regarding registrants that file electronically with the SEC.
The table of contents for the Statement of Additional Information is included
on page 44 of this Prospectus.

SHARES OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY.

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT
CONTAINS INFORMATION ABOUT THE VARIABLE ACCOUNT AND THE VARIABLE PORTION OF THE
CONTRACT THAT A PROSPECTIVE PURCHASER SHOULD KNOW BEFORE INVESTING. THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR HAS THE SEC
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is May 1, 1998

V20/21.PRO598

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TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
TABLE OF ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . . . . . . . . . . . . 11
GENERAL INFORMATION ABOUT THE MANUFACTURERS LIFE INSURANCE COMPANY
OF NORTH AMERICA, THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH
AMERICA SEPARATE ACCOUNT A AND MANUFACTURERS INVESTMENT TRUST . . . . . . . . . . . 14
The Manufacturers Life Insurance Company of
North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
The Manufacturers Life Insurance Company of
North America Separate Account A . . . . . . . . . . . . . . . . . . . . . . 14
Manufacturers Investment Trust . . . . . . . . . . . . . . . . . . . . . . . . . 14
DESCRIPTION OF THE CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ACCUMULATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Purchase Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Accumulation Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Value of Accumulation Units . . . . . . . . . . . . . . . . . . . . . . . . 20
Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Transfers Among Investment Options . . . . . . . . . . . . . . . . . . . . 20
Maximum Number of Investment Options . . . . . . . . . . . . . . . . . . . . 21
Telephone Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Special Transfer Services - Dollar Cost Averaging . . . . . . . . . . . . . 21
Asset Rebalancing Program . . . . . . . . . . . . . . . . . . . . . . . . . 21
Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Special Withdrawal Services - the Income Plan . . . . . . . . . . . . . . . 22
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Death Benefit Before Maturity Date . . . . . . . . . . . . . . . . . . . . . 23
ANNUITY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Determination of Amount of the First Variable
Annuity Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Annuity Units and the Determination of Subsequent
Variable Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transfers After Maturity Date . . . . . . . . . . . . . . . . . . . . . . . 27
Death Benefit on or After Maturity Date . . . . . . . . . . . . . . . . . . 27
OTHER CONTRACT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Ten Day Right to Review . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Company Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Misstatement and Proof of Age, Sex or Survival . . . . . . . . . . . . . . . 28
FIXED ACCOUNT INVESTMENT OPTiONS . . . . . . . . . . . . . . . . . . . . . . . 29
GUARANTEED RETIREMENT INCOME PROGRAM . . . . . . . . . . . . . . . . . . . . . 31
CHARGES AND DEDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Withdrawal Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Reduction or Elimination of Withdrawal Charge . . . . . . . . . . . . . . . 34
Administration Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Reduction or Elimination of Annual
Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Mortality and Expense Risk Charge . . . . . . . . . . . . . . . . . . . . . 36
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
FEDERAL TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
THE COMPANY'S TAX STATUS . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
TAXATION OF ANNUITIES IN GENERAL . . . . . . . . . . . . . . . . . . . . . . . 37
Tax Deferral During Accumulation Period . . . . . . . . . . . . . . . . . . 37
Taxation of Partial and Full Withdrawals . . . . . . . . . . . . . . . . . 38
Taxation of Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . 39
Taxation of Death Benefit Proceeds . . . . . . . . . . . . . . . . . . . . 39
Penalty Tax on Premature Distributions . . . . . . . . . . . . . . . . . . 39
Aggregation of Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 39
QUALIFIED RETIREMENT PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Qualified Plan Types . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
FEDERAL INCOME TAX WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . 42
GENERAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Tax Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Asset Allocation and Timing Services . . . . . . . . . . . . . . . . . . . . 43
Distribution of Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 43
Contract Owner Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Confirmation Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Year 2000 Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
STATEMENT OF ADDITIONAL INFORMATION-
TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
APPENDIX A: EXAMPLES OF CALCULATION OF
WITHDRAWAL CHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
APPENDIX B: STATE PREMIUM TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 47
APPENDIX C - PRIOR CONTRACTS (VEN 7) . . . . . . . . . . . . . . . . . . . . . . . 48
APPENDIX D - PRIOR CONTRACTS (VEN 3 AND VEN 1) . . . . . . . . . . . . . . . . . . 56
</TABLE>

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SPECIAL TERMS

The following terms as used in this Prospectus have the indicated
meanings:

Accumulation Unit - A unit of measure that is used to calculate the
value of the variable portion of the contract before the maturity date.

Annuitant - Any natural person or persons whose life is used to
determine the duration of annuity payments involving life contingencies. If
the contract owner names more than one person as an "annuitant," the second
person named shall be referred to as "co-annuitant." The "annuitant" and
"co-annuitant" will be referred to collectively as "annuitant." The
"annuitant" is as designated on the contract specification page or in the
application, unless changed.

Annuity Option - The method selected by the contract owner (or as
specified in the contract if no selection is made) for annuity payments made by
the Company.

Annuity Service Office - The service office of the Company is P.O. Box
9230, Boston, Massachusetts 02205-9230.

Annuity Unit - A unit of measure that is used after the maturity date
to calculate variable annuity payments.

Beneficiary - The person, persons or entity entitled to the death
benefit under the contract upon the death of a contract owner or, in certain
circumstances, an annuitant. The beneficiary is as specified in the
application, unless changed. If there is a surviving contract owner, that
person will be deemed the beneficiary.

Contingent Beneficiary - The person, persons or entity to become the
beneficiary if the beneficiary is not alive. The contingent beneficiary is as
specified in the application, unless changed.

Contract Anniversary - The anniversary of the contract date.

Contract Date - The date of issue of the contract.

Contract Value - The total of the investment account values and, if
applicable, any amount in the loan account attributable to the contract.

Contract Year - The period of twelve consecutive months beginning on
the contract date or any anniversary thereof.

Debt - Any amounts in the loan account attributable to the contract
plus any accrued loan interest. The loan provision is applicable to certain
qualified contracts only.

Due Proof of Death - Due Proof of Death is required upon the death of
the contract owner or annuitant, as applicable. One of the following must be
received at the Annuity Service Office within one year of the date of death:

(a) A certified copy of a death certificate;
(b) A certified copy of a decree of a court of competent
jurisdiction as to the finding of death; or
(c) Any other proof satisfactory to us.

Death benefits will be paid within 7 days of receipt of due proof of death and
all required claim forms at the Company's Annuity Service Office.

Fixed Annuity - An annuity option with payments which are
predetermined and guaranteed as to dollar amount.

General Account - All the assets of the Company other than assets in
separate accounts.

Investment Account - An account established by the Company which
represents a contract owner's interest in an investment option prior to the
maturity date.

Investment Account Value - The value of a contract owner's investment
in an investment account.

Investment Options - The investment choices available to contract
owners. Currently, there are thirty-five variable and five fixed investment
options under the contract.

Loan Account - The portion of the general account that is used for
collateral when a loan is taken.

Market Value Charge - A charge that may be assessed if amounts are
withdrawn or transferred from the three, five or seven year investment options
prior to the end of the interest rate guarantee period.

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Maturity Date - The date on which annuity benefits commence. The
maturity date is the date specified on the contract specifications page and is
generally the first day of the month following the later of the annuitant's
85th birthday or the tenth contract anniversary, unless changed. See Appendix
C for information on the Maturity Date for Ven 7 contracts and Appendix D for
information on the Maturity Date for Ven 3 and Ven 1 contracts.

Net Purchase Payment - The purchase payment less the amount of premium
tax.

Non-Qualified Contracts - Contracts which are not issued under
qualified plans.

Owner or Contract Owner - The person, persons (co-owner) or entity
entitled to all of the ownership rights under the contract. The owner has the
legal right to make all changes in contractual designations where specifically
permitted by the contract. The owner is as specified in the application,
unless changed. The maximum issue age is 85.

Portfolio or Trust Portfolio - A separate investment portfolio of the
Trust, a mutual fund in which the Variable Account invests, or of any successor
mutual fund.

Purchase Payment - An amount paid by a contract owner to the Company
as consideration for the benefits provided by the contract.

Qualified Contracts - Contracts issued under qualified plans.

Qualified Plans - Retirement plans which receive favorable tax
treatment under Section 401, 403, 408, 408A or 457 of the Internal Revenue Code
of 1986, as amended.

Separate Account - A segregated account of the Company that is not
commingled with the Company's general assets and obligations.

Sub-Account(s) - One or more of the sub-accounts of the Variable
Account. Each sub-account is invested in shares of a different portfolio.

Valuation Date - Any date on which the New York Stock Exchange is open
for business and the net asset value of a Trust portfolio is determined.

Valuation Period - Any period from one valuation date to the next,
measured from the time on each such date that the net asset value of each
portfolio is determined.

Variable Account - The Variable Account, which is a separate account
of the Company.

Variable Annuity - An annuity option with payments which: (1) are not
predetermined or guaranteed as to dollar amount, and (2) vary in relation to
the investment experience of one or more specified sub-accounts.

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SUMMARY

The Contract. The contract offered by this Prospectus is a flexible
purchase payment individual deferred combination fixed and variable annuity
contract. The contract provides for the accumulation of contract values and
the payment of annuity benefits on a variable and/or fixed basis. Except as
specifically noted herein and as set forth under the caption "FIXED ACCOUNT
INVESTMENT OPTIONS" below, this Prospectus describes only the variable portion
of the contract.

Retirement Plans. The contract may be issued pursuant to either
non-qualified retirement plans or plans qualifying for special income tax
treatment under the Internal Revenue Code of 1986, as amended (the "Code"),
such as individual retirement accounts and annuities, including Roth IRAs,
pension and profit-sharing plans for corporations and sole
proprietorships/partnerships ("H.R. 10" and "Keogh" plans), tax-sheltered
annuities, and state and local government deferred compensation plans (see
"QUALIFIED RETIREMENT PLANS").

Purchase Payments. Except as noted below, the minimum initial
purchase payment is $5,000 for Non-Qualified Contracts and $2,000 for Qualified
Contracts. The minimum initial purchase payment is $3,500 if the source of
such payment was a direct rollover of an eligible rollover distribution from a
qualified plan under Section 401(a) of the Code or a Tax Sheltered Annuity
described in Section 403(b) of the Code, all or part of which assets are
invested in a group annuity contract issued by The Manufacturers Life Insurance
Company (U.S.A.). Purchase payments may be made at any time, except that if a
purchase payment would cause the contract value to exceed $1,000,000, or the
contract value already exceeds $1,000,000, additional purchase payments will be
accepted only with the prior approval of the Company. The Company may, at its
option, cancel a contract at the end of any two consecutive contract years in
which no purchase payments have been made, if both (i) the total purchase
payments made over the life of the contract, less any withdrawals, are less
than $2,000; and (ii) the contract value at the end of such two year period is
less than $2,000. The cancellation of contract privileges may vary in certain
states in order to comply with the requirements of insurance laws and
regulations in such state (see "PURCHASE PAYMENTS").

Investment Options. Purchase payments may be allocated among the
forty investment options currently available under the contract: thirty-five
variable account investment options and five fixed account investment options.
Due to current administrative capabilities, a contract owner is limited to a
maximum of seventeen investment options (including all fixed account investment
options) during the period prior to the maturity date of the contract. The
thirty-five variable account investment options are the thirty-five
sub-accounts of the Variable Account, a separate account established by the
Company. The sub-accounts invest in corresponding portfolios of the Trust:
the Pacific Rim Emerging Markets Trust, the Science & Technology Trust, the
International Small Cap Trust, the Emerging Growth Trust, the Pilgrim Baxter
Growth Trust, the Small/Mid Cap Trust, the International Stock Trust, the
Worldwide Growth Trust, the Global Equity Trust, Small Company Value Trust, the
Equity Trust, the Growth Trust, the Quantitative Equity Trust, the Blue Chip
Growth Trust, the Real Estate Securities Trust, the Value Trust, the
International Growth and Income Trust, the Growth and Income Trust, the
Equity-Income Trust, the Balanced Trust, the Aggressive Asset Allocation Trust,
the High Yield Trust, the Moderate Asset Allocation Trust, the Conservative
Asset Allocation Trust, the Strategic Bond Trust, the Global Government Bond
Trust, the Capital Growth Bond Trust, the Investment Quality Bond Trust, the
U.S. Government Securities Trust, the Money Market Trust, the Lifestyle
Aggressive 1000 Trust, the Lifestyle Growth 820 Trust, the Lifestyle Balanced
640 Trust, the Lifestyle Moderate 460 Trust and the Lifestyle Conservative 280
Trust (see the accompanying prospectus of the Trust). The portion of the
contract value in the Variable Account and monthly annuity payments, if
selected on a variable basis, will reflect the investment performance of the
sub-accounts selected (see "THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH
AMERICA SEPARATE ACCOUNT A"). Purchase payments may also be allocated to the
five fixed account investment options: one, three, five and seven year
guaranteed investment accounts and, in states where approved, a dollar cost
averaging fixed investment account. Under the fixed account investment
options, the Company guarantees the principal value of purchase payments and
the rate of interest credited to the investment account for the term of the
guarantee period. The portion of the contract value in the fixed account
investment options and monthly annuity payments, if selected on a fixed basis,
will reflect such interest and principal guarantees (see "FIXED ACCOUNT
INVESTMENT OPTIONS"). Subject to certain regulatory limitations, the Company
may elect to add, subtract or substitute investment options.

Transfers. Prior to the maturity date, amounts may be transferred
among the variable account investment options and from the variable account
investment options to the fixed account investment options without charge. In
addition, amounts may be transferred prior to the maturity date among the fixed
account investment options and from the fixed account investment options to the
variable account investment options, subject to a one year holding period
requirement (with certain exceptions) and a market value charge which may apply
to such a transfer (see "FIXED ACCOUNT INVESTMENT OPTIONS"). After the
maturity date, transfers are not permitted from variable annuity options to
fixed annuity options or from fixed annuity options to variable annuity
options. Transfers from any investment account must be at least $300 or, if
less, the entire balance in the investment account. If, after the transfer the
amount remaining in the investment account of the contract from which the
transfer is made is less than $100, then the Company will transfer the entire
amount instead of the requested amount. The Company may impose certain
additional limitations on

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transfers (see "TRANSFERS AMONG INVESTMENT OPTIONS" and "TRANSFERS AFTER
MATURITY DATE"). Transfer privileges may also be used under a special service
offered by the Company to dollar cost average an investment in the contract
(see "SPECIAL TRANSFER SERVICES - DOLLAR COST AVERAGING").

Withdrawals. Prior to the earlier of the maturity date or the death
of the contract owner, the owner may withdraw all or a portion of the contract
value. The amount withdrawn from any investment account must be at least $300
or, if less, the entire balance of the investment account. If a partial
withdrawal plus any applicable withdrawal charge would reduce the contract
value to less than $300, the withdrawal request will be treated as a request to
withdraw the entire contract value. A withdrawal charge and an administration
fee may be imposed (see "WITHDRAWALS"). A withdrawal may be subject to income
tax and a 10% penalty tax (see "FEDERAL TAX MATTERS"). Withdrawal privileges
may also be exercised pursuant to the Company's systematic withdrawal plan
service (see "SPECIAL WITHDRAWAL SERVICES - THE INCOME PLAN").

Loans. The Company offers a loan privilege to owners of contracts
issued in connection with Section 403(b) qualified plans that are not subject
to Title I of ERISA. Owners of such contracts may obtain loans using the
contract as the only security for the loan. The effective cost of a contract
loan is 2% per year of the amount borrowed (see "LOANS").

Confirmation Statements. Owners will be sent confirmation statements
for certain transactions in their account. Owners should carefully review
these statements to verify their accuracy. Any mistakes should immediately be
reported to the Company's Annuity Service Office. If the owner fails to notify
the Company's Annuity Service Office of any mistake within 60 days of the
mailing of the confirmation statement, the owner will be deemed to have
ratified the transaction.

Death Benefits. The Company will pay the death benefit described
below (which, as defined, is net of any debt) to the beneficiary if any
contract owner dies before the maturity date. If there is a surviving contract
owner, that contract owner will be deemed to be the beneficiary. No death
benefit is payable on the death of any annuitant, except that if any contract
owner is not a natural person, the death of any annuitant will be treated as
the death of an owner. The death benefit will be determined as of the date on
which written notice and proof of death and all required claim forms are
received at the Company's Annuity Service Office.

Contracts Issued Prior to May 1, 1998. If any contract owner dies on
or prior to his or her 85th birthday and the oldest owner had an attained age
of less than 81 years on the contract date, the death benefit will be
determined as follows: During the first contract year, the death benefit will
be the greater of: (a) the contract value or (b) the sum of all purchase
payments made, less any amounts deducted in connection with partial
withdrawals. During any subsequent contract year, the death benefit will be
the greater of: (a) the contract value or (b) the death benefit on the last
day of the previous contract year, plus any purchase payments made and less any
amounts deducted in connection with partial withdrawals since then.

If any contract owner dies after his or her 85th birthday and the
oldest owner had an attained age of less than 81 years on the contract date,
the death benefit will be the greater of: (a) the contract value or (b) the
excess of (i) the sum of all purchase payments over (ii) the sum of any amounts
deducted in connection with partial withdrawals. If any contract owner dies
and the oldest owner had an attained age greater than 80 on the contract date,
the death benefit will be the contract value less any applicable withdrawal
charges at the time of payment of benefits. For contracts issued on or after
October 1, 1997, any withdrawal charges applied against the death benefit shall
be waived by the Company.

Contracts Issued On or After May 1, 1998. If any contract owner dies
and the oldest owner had an attained age of less than 81 years on the contract
date, the death benefit will be determined as follows: During the first
contract year, the death benefit will be the greater of: (a) the contract
value or (b) the sum of all purchase payments made, less any amounts deducted
in connection with partial withdrawals. During any subsequent contract year,
the death benefit will be the greater of: (a) the contract value or (b) the
death benefit on the last day of the previous contract year, plus any purchase
payments made and less any amounts deducted in connection with partial
withdrawals since then. If any contract owner dies on or after his or her 81st
birthday, the death benefit will be the greater of (a) contract value or (b)
the death benefit on the last day of the contract year ending just prior to the
owner's 81st birthday, plus any payments made, less amounts deducted in
connection with partial withdrawals.

If any contract owner dies and the oldest owner had an attained age of
81 years or greater on the contract date, the death benefit will be the greater
of: (a) the contract value or (b) the excess of (i) the sum of all purchase
payments over (ii) the sum of any amounts deducted in connection with partial
withdrawals.

In Connecticut, Washington D.C., Florida, Maryland, Massachusetts,
Minnesota, Montana, Oregon and Puerto Rico, the death benefit described under
"Contracts Issued Prior to May 1, 1998" will continue to apply to contracts
issued on or after May 1, 1998.

6
<PAGE> 7
If there is any debt under the contract, the death benefit equals the
death benefit, as described above, less such debt (see "DEATH BENEFIT BEFORE
MATURITY DATE"). If the annuitant dies after the maturity date and annuity
payments have been selected based on an annuity option providing for payments
for a guaranteed period, the Company will make the remaining guaranteed
payments to the beneficiary (see "DEATH BENEFIT ON OR AFTER MATURITY DATE").
For information on the death benefit applicable to Ven 7 contracts see Appendix
C and to Ven 1 and Ven 3 contracts see Appendix D.

Annuity Payments. The Company offers a variety of fixed and variable
annuity options. Periodic annuity payments will begin on the maturity date.
The contract owner selects the maturity date, frequency of payment and annuity
option (see "ANNUITY PROVISIONS").

Guaranteed Retirement Income Program. The Guaranteed Retirement
Income Program (the "Income Benefit") guarantees a minimum lifetime fixed
income benefit in the form of fixed monthly annuity payments. The Income
Benefit is based on the aggregate net purchase payments applied to the
contract, accumulated at interest, minus an adjustment for any partial
withdrawals (the "Income Base"). The amount of the monthly annuity payment
provided by the Income Benefit is determined by applying the Income Base to the
monthly income factors set forth in the Income Benefit Rider. Because the
fixed annuity options provided for in the contract are based on the contract
value at the time of annuitization, the amount of the monthly payments under
such options may exceed the monthly payments provided by the Income Benefit
Rider. If the Income Benefit is exercised and the annuity payment available
under the contract is greater than the monthly payment provided by the Income
Benefit Rider, the Company will pay the monthly annuity payment available under
the contract. The Income Benefit is available for contracts issued on or after
May 1, 1998. The Income Benefit is not available in all states and is not
available for Ven 7, Ven 3 or Ven 1 contracts (see "GUARANTEED RETIREMENT
INCOME PROGRAM").

Ten Day Review. Within 10 days of receipt of a contract, the contract
owner may cancel the contract by returning it to the Company (see "TEN DAY
RIGHT TO REVIEW").

Charges and Deductions. The following table and Example are designed
to assist contract owners in understanding the various costs and expenses that
contract owners bear directly and indirectly. The table reflects expenses of
the separate account and the underlying portfolio company. In addition to the
items listed in the following table, premium taxes may be applicable to certain
contracts. The items listed under "Contract Owner Transaction Expenses" and
"Separate Account Annual Expenses" are more completely described in this
Prospectus (see "CHARGES AND DEDUCTIONS"). The items listed under "Trust
Annual Expenses" are described in detail in the accompanying Trust prospectus
to which reference should be made.

CONTRACT OWNER TRANSACTION EXPENSES

See Appendix C for additional information regarding contract owner transaction
expenses for Ven 7 contracts. See Appendix D for information regarding
contract owner transaction expenses for Ven 3 and Ven 1 contracts.

Deferred sales load (as percentage of purchase payments)

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS WITHDRAWAL CHARGE
PURCHASE PAYMENT IN PERCENTAGE
CONTRACT
----------------------------------------------------------
<S> <C>
0 6%
1 6%
2 5%
3 5%
4 4%
5 3%
6 2%
7+ 0%
</TABLE>

7
<PAGE> 8
<TABLE>
<S> <C>
ANNUAL CONTRACT FEE . . . . . . . . . . . . . . . . . . . . . . $ 30(1)

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and expense risk fees . . . . . . . . . . . . . . . . 1.25%
Administration fee - asset based . . . . . . . . . . . . . . . 0.15%

Total Separate Account Annual Expenses . . . . . . . . . . . . 1.40%

OPTIONAL INCOME RIDER FEE . . . . . . . . . . . . . . . . . . . 0.25%(2)
(as a percentage of the Income Base)

TRUST ANNUAL EXPENSES
(as a percentage of Trust average net assets)
</TABLE>

<TABLE>
<CAPTION>
OTHER EXPENSES
MANAGEMENT (AFTER EXPENSE TOTAL TRUST
TRUST PORTFOLIO FEES REIMBURSEMENT)*** ANNUAL EXPENSES
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pacific Rim Emerging Markets . . . . 0.850% 0.570% 1.420%
Science & Technology . . . . . . . . 1.100% 0.160% 1.260%
International Small Cap . . . . . . . 1.100% 0.210% 1.310%
Emerging Growth . . . . . . . . . . . 1.050% 0.060% 1.110%
Pilgrim Baxter Growth . . . . . . . . 1.050% 0.130% 1.180%
Small/Mid Cap . . . . . . . . . . . . 1.000% 0.050% 1.050%
International Stock . . . . . . . . . 1.050% 0.330% 1.380%
Worldwide Growth . . . . . . . . . . 1.000% 0.320% 1.320%
Global Equity . . . . . . . . . . . . 0.900% 0.110% 1.010%
Small Company Value . . . . . . . . . 1.050% 0.100%* 1.150%
Equity . . . . . . . . . . . . . . . 0.750% 0.050% 0.800%
Growth . . . . . . . . . . . . . . . 0.850% 0.100% 0.950%
Quantitative Equity . . . . . . . . . 0.700% 0.070% 0.770%***
Blue Chip Growth . . . . . . . . . . 0.925% 0.050% 0.975%
Real Estate Securities . . . . . . . 0.700% 0.070% 0.770%***
Value . . . . . . . . . . . . . . . . 0.800% 0.160% 0.960%
International Growth and Income . . . 0.950% 0.170% 1.120%
Growth and Income . . . . . . . . . . 0.750% 0.040% 0.790%
Equity-Income . . . . . . . . . . . . 0.800% 0.050% 0.850%
Balanced . . . . . . . . . . . . . . 0.800% 0.080% 0.880%
Aggressive Asset Allocation . . . . . 0.750% 0.150% 0.900%
High Yield . . . . . . . . . . . . . 0.775% 0.110% 0.885%
Moderate Asset Allocation . . . . . . 0.750% 0.100% 0.850%
Conservative Asset Allocation . . . . 0.750% 0.140% 0.890%
Strategic Bond . . . . . . . . . . . 0.775% 0.100% 0.875%
Global Government Bond . . . . . . . 0.800% 0.130% 0.930%
Capital Growth Bond . . . . . . . . . 0.650% 0.080% 0.730%***
Investment Quality Bond . . . . . . . 0.650% 0.090% 0.740%
U.S. Government Securities . . . . . 0.650% 0.070% 0.720%
Money Market . . . . . . . . . . . . 0.500% 0.040% 0.540%
</TABLE>

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

(1) The $30 annual administration fee will not be assessed prior to the
maturity date if at the time of its assessment the sum of all investment
accounts is greater than or equal to $100,000

(2) If the Guaranteed Retirement Income Program is elected, this fee is
deducted on each contract anniversary. The Guaranteed Retirement Income
Program is not available for Ven 7, Ven 3 or Ven 1 contracts (see "GUARANTEED
RETIREMENT INCOME PROGRAM").

8
<PAGE> 9
<TABLE>
<CAPTION>
OTHER EXPENSES
MANAGEMENT (AFTER EXPENSE TOTAL TRUST
TRUST PORTFOLIO FEES REIMBURSEMENT)*** ANNUAL EXPENSES
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lifestyle Aggressive 1000# . . . . . 0% 1.116%** 1.116%
Lifestyle Growth 820# . . . . . . . . 0% 1.048%** 1.048%
Lifestyle Balanced 640# . . . . . . . 0% 0.944%** 0.944%
Lifestyle Moderate 460# . . . . . . . 0% 0.850%** 0.850%
Lifestyle Conservative 280# . . . . . 0% 0.708%** 0.708%
</TABLE>

*Based on estimates of payments to be made during the current fiscal year.

**Reflects expenses of the Underlying Portfolios. Manufacturers Securities
Services, LLC has voluntarily agreed to pay the expenses of each Lifestyle
Trust (excluding the expenses of the Underlying Portfolios). This voluntary
expense reimbursement may be terminated at any time. If such expense
reimbursement was not in effect, Total Trust Annual Expenses would be .04%
higher (based on expenses of the Lifestyle Trusts for the fiscal year December
31, 1997) as noted in the chart below:

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL TRUST
TRUST PORTFOLIO FEES EXPENSES ANNUAL EXPENSES
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lifestyle Aggressive 1000 . . . . . . 0% 1.156% 1.156%
Lifestyle Growth 820 . . . . . . . . 0% 1.088% 1.088%
Lifestyle Balanced 640 . . . . . . . 0% 0.984% 0.984%
Lifestyle Moderate 460 . . . . . . . 0% 0.890% 0.890%
Lifestyle Conservative 280 . . . . . 0% 0.748% 0.748%
</TABLE>

***During the one year period ended December 31, 1997, Manufacturers Securities
Services, LLC voluntarily waived fees payable to it and/or reimbursed expenses
to the extent necessary to prevent "Total Trust Annual Expenses" for the
Quantitative Equity, Real Estate and Capital Growth Bond Trusts from exceeding
.50% of the Trust's average net assets. This voluntary fee waiver was
terminated effective January 1, 1998. Expenses shown in the table for these
three Trusts do not reflect the fee waiver.

#Each Lifestyle Trust will invest in shares of the Underlying Portfolios.
Therefore, each Lifestyle Trust will bear its pro rata share of the fees and
expenses incurred by the Underlying Portfolios and the investment return of
each Lifestyle Trust will be net of the Underlying Portfolio expenses. Each
Lifestyle Portfolio must also bear its own expenses. However, the Adviser is
currently paying these expenses as described in footnote ** above.

EXAMPLE

A contract owner would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets, if the contract owner surrendered the
contract at the end of the applicable time period:

<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS+ 5 YEARS * 10 YEARS*
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Pacific Rim Emerging Markets. . . $84 $138 $182 $192 $321
Science & Technology . . . . . . 83 133 174 184 305
International Small Cap . . . . . 83 134 177 187 310
Emerging Growth . . . . . . . . . 81 129 167 177 291
Pilgrim Baxter Growth . . . . . . 82 131 170 180 298
Small/Mid Cap . . . . . . . . . . 81 127 164 174 285
International Stock . . . . . . . 84 136 180 190 317
Worldwide Growth . . . . . . . . 83 135 177 187 311
Global Equity . . . . . . . . . . 81 126 162 172 281
Small Company Value . . . . . . . 82 130
Equity . . . . . . . . . . . . . 79 120 151 161 260
Growth . . . . . . . . . . . . . 80 124 159 169 275
Quantitative Equity . . . . . . . 78 119 150 160 257
Blue Chip Growth . . . . . . . . 80 125 160 170 277
Real Estate Securities . . . . . 78 119 150 160 257
Value . . . . . . . . . . . . . . 80 125 159 169 276
</TABLE>

9
<PAGE> 10

<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS+ 5 YEARS * 10 YEARS*
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
International Growth and Income . . 82 129 167 177 292
Growth and Income . . . . . . . . . 78 120 151 161 259
Equity-Income . . . . . . . . . . . 79 121 154 164 265
Balanced . . . . . . . . . . . . . 79 122 155 165 268
Aggressive Asset Allocation . . . . 80 123 156 166 270
High Yield . . . . . . . . . . . . 79 122 155 165 268
Moderate Asset Allocation . . . . . 79 121 154 164 265
Conservative Asset Allocation . . . 79 123 156 166 269
Strategic Bond . . . . . . . . . . 79 122 155 165 267
Global Government Bond . . . . . . 80 124 158 168 273
Capital Growth Bond . . . . . . . . 78 118 148 158 253
Investment Quality Bond . . . . . . 78 118 148 158 254
U.S. Government Securities . . . . 78 118 147 157 252
Money Market . . . . . . . . . . . 76 112 138 148 233
Lifestyle Aggressive 1000 . . . . . 82 129 167 177 291
Lifestyle Growth 820 . . . . . . . 81 127 164 174 285
Lifestyle Balanced 640 . . . . . . 80 124 158 168 274
Lifestyle Moderate 460 . . . . . . 79 121 154 164 265
Lifestyle Conservative 280 . . . . 78 117 146 156 250
</TABLE>

+For Ven 7 contracts only (as described in Appendix C). The difference in
amounts is attributable to the different withdrawal charges. See Appendix C.

*The example of expenses for the Small Company Value Trust contains figures for
only one and three years since it is a newly created portfolio.

A contract owner would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets, if the contract owner annuitized as
provided in the contract or did not surrender the contract at the end of the
applicable time period:

<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS* 10 YEARS*
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pacific Rim Emerging Markets . . . $29 $89 $152 $321
Science & Technology . . . . . . . 28 85 144 305
International Small Cap . . . . . . 28 86 147 310
Emerging Growth . . . . . . . . . . 26 80 137 291
Pilgrim Baxter Growth . . . . . . . 27 82 140 298
Small/Mid Cap . . . . . . . . . . . 25 78 134 285
International Stock . . . . . . . . 29 88 150 317
Worldwide Growth . . . . . . . . . 28 86 147 311
Global Equity . . . . . . . . . . . 25 77 132 281
Small Company Value . . . . . . . . 26 81
Equity . . . . . . . . . . . . . . 23 71 121 260
Growth . . . . . . . . . . . . . . 24 75 129 275
Quantitative Equity . . . . . . . . 23 70 120 257
Blue Chip Growth . . . . . . . . . 25 76 130 277
Real Estate Securities . . . . . . 23 70 120 257
Value . . . . . . . . . . . . . . . 25 76 129 276
International Growth and Income . . 26 80 137 292
Growth and Income . . . . . . . . . 23 70 121 259
Equity-Income . . . . . . . . . . . 23 72 124 265
Balanced . . . . . . . . . . . . . 24 73 125 268
Aggressive Asset Allocation . . . . 24 74 126 270
High Yield . . . . . . . . . . . . 24 73 125 268
Moderate Asset Allocation . . . . . 23 72 124 265
Conservative Asset Allocation . . . 24 73 126 269
</TABLE>

10
<PAGE> 11

<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS* 10 YEARS*
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Strategic Bond . . . . . . . . . . 24 73 125 267
Global Government Bond . . . . . . 24 75 128 273
Capital Growth Bond . . . . . . . . 22 69 118 253
Investment Quality Bond . . . . . . 22 69 118 254
U.S. Government Securities . . . . 22 68 117 252
Money Market . . . . . . . . . . . 20 63 108 233
Lifestyle Aggressive 1000 . . . . . 26 80 137 291
Lifestyle Growth 820 . . . . . . . 25 78 134 285
Lifestyle Balanced 640 . . . . . . 24 75 128 274
Lifestyle Moderate 460 . . . . . . 23 72 124 265
Lifestyle Conservative 280 . . . . 22 68 116 250
</TABLE>

*The example of expenses for the Small Company Value Trust contains figures for
only one and three years since it is a newly created portfolio.

For purposes of presenting the foregoing Example, the Company has made
certain assumptions mandated by the SEC. The Company has assumed that, where
applicable, the maximum sales load is deducted, that there are no transfers or
other transactions and that the "Other Expenses" line item under "Trust Annual
Expenses" will remain the same. Such assumptions, which are mandated by the
SEC in an attempt to provide prospective investors with standardized data with
which to compare various annuity contracts, do not take into account certain
features of the contract and prospective changes in the size of the Trust which
may operate to change the expenses borne by contract owners. Consequently, the
amounts listed in the Example above should not be considered a representation
of past or future expenses and actual expenses borne by contract owners may be
greater or lesser than those shown.

In addition, for purposes of calculating the values in the above
Example, the Company has translated the $30 annual administration charge listed
under "Annual Contract Fee" to a 0.063% annual asset charge based on the
$47,500 approximate average size of contracts of this series. So translated,
such charge would be higher for smaller contracts and lower for larger
contracts.

* * * * * * * *

The above summary is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus and Statement of Additional
Information and the accompanying prospectus and statement of additional
information for the Trust, to which reference should be made. This Prospectus
generally describes only the variable aspects of the contract, except where
fixed aspects are specifically mentioned.

TABLE OF ACCUMULATION UNIT VALUES+

11
<PAGE> 12

<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Worldwide Growth
1997 . . . . . . . . . . . . . . . . $12.500000 $13.965674 669,088.538
Global Equity
1994 . . . . . . . . . . . . . . . . $16.715126 $15.500933 951,915.210
1995 . . . . . . . . . . . . . . . . 15.500933 16.459655 3,472,776.106
1996 . . . . . . . . . . . . . . . . 16.459655 18.276450 6,625,243.867
1997 . . . . . . . . . . . . . . . . 18.276450 21.770913 8,196,104.137
Small Company Value
1997 . . . . . . . . . . . . . . . . $12.500000 $11.898363 620,681.436
Equity
1994 . . . . . . . . . . . . . . . . $14.381312 $14.786831 891,587.416
1995 . . . . . . . . . . . . . . . . 14.786831 20.821819 5,881,806.714
1996 . . . . . . . . . . . . . . . . 20.821819 24.664354 12,141,813.159
1997 . . . . . . . . . . . . . . . . 24.664354 29.002593 13,343,419.201
Growth
1996 . . . . . . . . . . . . . . . . $12.500000 $13.727312 1,629,270.725
1997 . . . . . . . . . . . . . . . . 13.727312 16.968111 3,610,591.057
Quantitative Equity
1997 . . . . . . . . . . . . . . . . $12.500000 $16.107191 634,340.601
Blue Chip Growth
1994 . . . . . . . . . . . . . . . . $ 8.699511 $ 8.837480 427,027.154
1995 . . . . . . . . . . . . . . . . 8.837480 11.026969 3,534,123.332
1996 . . . . . . . . . . . . . . . . 11.026969 13.688523 7,508,607.872
1997 . . . . . . . . . . . . . . . . 13.688523 17.134232 11,974,571.122
Real Estate Securities
1997 . . . . . . . . . . . . . . . . $12.500000 $14.949140 961,596.983
Value
1997 . . . . . . . . . . . . . . . . $12.500000 $15.057118 2,974,221.078
International Growth and Income
1995 . . . . . . . . . . . . . . . . $10.000000 $10.554228 2,338,302.067
1996 . . . . . . . . . . . . . . . . 10.554228 11.718276 6,224,551.234
1997 . . . . . . . . . . . . . . . . 11.718276 11.545714 7,490,974.192
Growth and Income
1994 . . . . . . . . . . . . . . . . $13.239339 $13.076664 675,761.489
1995 . . . . . . . . . . . . . . . . 13.076664 16.660889 4,936,977.686
1996 . . . . . . . . . . . . . . . . 16.660889 20.178770 11,948,147.164
1997 . . . . . . . . . . . . . . . . 20.178770 26.431239 17,029,624.733
Equity-Income
1994 . . . . . . . . . . . . . . . . $11.375744 $11.107620 747,374.695
1995 . . . . . . . . . . . . . . . . 11.107620 13.548849 4,453,647.654
1996 . . . . . . . . . . . . . . . . 13.548849 16.011513 12,141,813.159
1997 . . . . . . . . . . . . . . . . 16.011513 20.479412 13,420,571.870
Balanced
1997 . . . . . . . . . . . . . . . . $12.500000 $14.609853 761,001.508
Aggressive Asset Allocation
1994 . . . . . . . . . . . . . . . . $12.538660 $12.381395 202,014.859
1995 . . . . . . . . . . . . . . . . 12.381395 14.990551 963,754.656
1996 . . . . . . . . . . . . . . . . 14.990551 16.701647 1,725,531.634
1997 . . . . . . . . . . . . . . . . 16.701647 19.614359 1,842,826.443
High Yield
1997 . . . . . . . . . . . . . . . . $12.500000 $13.890491 1,854,776.096
</TABLE>

12
<PAGE> 13

<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Moderate Asset Allocation
1994 . . . . . . . . . . . . . . . . $12.522239 $12.396295 462,460.272
1995 . . . . . . . . . . . . . . . . 12.396295 14.752561 2,139,216.556
1996 . . . . . . . . . . . . . . . . 14.752561 15.995076 3,599,312.544
1997 . . . . . . . . . . . . . . . . 15.995076 18.276161 3,631,403.547
Conservative Asset Allocation
1994 . . . . . . . . . . . . . . . . $12.478545 $12.298940 128,525.165
1995 . . . . . . . . . . . . . . . . 12.298940 14.320582 716,489.411
1996 . . . . . . . . . . . . . . . . 14.320582 15.113142 1,281,095.343
1997 . . . . . . . . . . . . . . . . 15.113142 16.607511 1,606,748.573
Strategic Bond
1994 . . . . . . . . . . . . . . . . $10.192707 $ 9.965972 191,924.981
1995 . . . . . . . . . . . . . . . . 9.965972 11.716972 1,392,653.448
1996 . . . . . . . . . . . . . . . . 11.716972 13.250563 4,418,383.860
1997 . . . . . . . . . . . . . . . . 13.250563 14.500997 6,763,049.841
Global Government Bond
1994 . . . . . . . . . . . . . . . . $14.734788 $14.630721 194,131.021
1995 . . . . . . . . . . . . . . . . 14.630721 17.772344 952,156.169
1996 . . . . . . . . . . . . . . . . 17.772344 19.803954 1,613,888.548
1997 . . . . . . . . . . . . . . . . 19.803954 20.104158 1,767,579.789
Capital Growth Bond
1997 . . . . . . . . . . . . . . . . $12.500000 $13.475788 115,764.156
Investment Quality Bond
1994 . . . . . . . . . . . . . . . . $14.307698 $14.216516 128,932.292
1995 . . . . . . . . . . . . . . . . 14.216516 16.751499 889,906.187
1996 . . . . . . . . . . . . . . . . 16.751499 16.943257 1,828,328.994
1997 . . . . . . . . . . . . . . . . 16.943257 18.336912 2,353,565.854
U.S. Government Securities
1994 . . . . . . . . . . . . . . . . $14.188969 $14.111357 231,053.897
1995 . . . . . . . . . . . . . . . . 14.111357 16.083213 1,744,509.872
1996 . . . . . . . . . . . . . . . . 16.083213 16.393307 2,512,596.677
1997 . . . . . . . . . . . . . . . . 16.393307 17.535478 2,636,669.504
Money Market
1994 . . . . . . . . . . . . . . . . $13.453100 $13.623292 870,982.381
1995 . . . . . . . . . . . . . . . . 13.623292 14.190910 3,204,791.061
1996 . . . . . . . . . . . . . . . . 14.190910 14.699636 5,629,209.351
1997 . . . . . . . . . . . . . . . . 14.699636 15.241915 8,474,412.668
Lifestyle Aggressive 1000
1997 . . . . . . . . . . . . . . . . $12.500000 $13.669625 1,463,426.964
Lifestyle Growth 820
1997 . . . . . . . . . . . . . . . . $12.500000 $14.033299 6,430,704.073
Lifestyle Balanced 640
1997 . . . . . . . . . . . . . . . . $12.500000 $14.066417 5,943,640.615
Lifestyle Moderate 460
1997 . . . . . . . . . . . . . . . . $12.500000 $14.016704 1,534,133.462
Lifestyle Conservative 280
1997 . . . . . . . . . . . . . . . . $12.500000 $13.825120 600,120.072
</TABLE>

+For the TABLE OF ACCUMULATION UNIT VALUES for Ven 7 contracts see Appendix C
and for Ven 3 and Ven 1 contracts see Appendix D.

* Units under this series of contracts were first credited under the
sub-accounts on August 9, 1994, except in the case of International Growth and
Income where units were first credited on January 9, 1995, Small/Mid Cap and
International Small Cap where units were first credited on March 4, 1996,
Growth where units were first credited on July 15, 1996, Pacific Rim Emerging
Markets, Science & Technology, Emerging Growth, Pilgrim Baxter Growth,
International Stock, Worldwide Growth, Quantitative Equity, Real Estate
Securities, Value, Balanced, High Yield, Capital Growth Bond, Lifestyle
Aggressive 1000, Lifestyle Growth 820, Lifestyle Balanced 640, Lifestyle
Moderate 460, Lifestyle Conservative 280 where units were first credited on
January 1, 1997 and Small Company Value where units were first credited on
October 1, 1997.

13
<PAGE> 14

GENERAL INFORMATION ABOUT
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA,
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA SEPARATE ACCOUNT A
AND MANUFACTURERS INVESTMENT TRUST

THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA

The Manufacturers Life Insurance Company of North America (the
"Company") is a stock life insurance company organized under the laws of
Delaware in 1979. The Company's principal office is located at 116 Huntington
Avenue, Boston, Massachusetts 02116. The ultimate parent of the Company is The
Manufacturers Life Insurance Company ("Manulife"), a Canadian mutual life
insurance Company based in Toronto, Canada. Prior to January 1, 1996, the
Company was a wholly owned subsidiary of North American Life Assurance Company
("NAL"), a Canadian mutual life insurance company. On January 1, 1996 NAL and
Manulife merged with the combined company retaining the Manulife name.

On January 19, 1998, the Board of Directors of Manulife asked the
management of Manulife to prepare a plan for conversion of Manulife from a
mutual life insurance company to an investor-owned, publicly-traded stock
company. Any demutualization plan for Manulife is subject to the approval of
the Manulife Board of Directors and policyholders as well as regulatory
approval.

THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA SEPARATE ACCOUNT A

The Company established The Manufacturers Life Insurance Company of
North America Separate Account A (the "Variable Account") on August 24, 1984 as
a separate account under Delaware law. The income, gains and losses, whether
or not realized, from assets of the Variable Account are, in accordance with
the contracts, credited to or charged against the Variable Account without
regard to other income, gains or losses of the Company. Nevertheless, all
obligations arising under the contracts are general corporate obligations of
the Company. Assets of the Variable Account may not be charged with
liabilities arising out of any other business of the Company.

The Variable Account is registered with the SEC under the Investment
Company Act of 1940, as amended (the "1940 Act") as a unit investment trust. A
unit investment trust is a type of investment company which invests its assets
in specified securities, such as the shares of one or more investment
companies. Registration under the 1940 Act does not involve supervision by the
SEC of the management or investment policies or practices of the Variable
Account. If deemed by the Company to be in the best interests of persons
having voting rights under the contracts, the Variable Account may be operated
as a management company under the 1940 Act or it may be deregistered under such
Act in the event such registration is no longer required.

The Company reserves the right to add other sub-accounts, eliminate
existing sub-accounts, combine sub-accounts or transfer assets in one
sub-account to another sub-account established by the Company or an affiliated
company. The Company will not eliminate existing sub-accounts or combine
sub-accounts without the prior approval of the appropriate state or Federal
regulatory authorities. See Appendix D for information on sub-accounts
available to Ven 1 contracts.

MANUFACTURERS INVESTMENT TRUST

The assets of each sub-account of the Variable Account are invested in
shares of a corresponding portfolio of the Manufacturers Investment Trust (the
"Trust"). A description of each portfolio is set forth below. The Trust is
registered under the 1940 Act as an open-end management investment company.
Each of the portfolios is diversified for purposes of the 1940 Act, except for
the Global Government Bond Trust, Emerging Growth Trust and the five Lifestyle
Trusts which are non-diversified. The Trust receives investment advisory
services from Manufacturers Securities Services, LLC ("MSS"), the successor to
NASL Financial Services, Inc.

14
<PAGE> 15
The Trust currently has fifteen subadvisers who manage all of the
portfolios:

<TABLE>
<CAPTION>
SUBADVISER SUBADVISER TO
---------- -------------
<S> <C>
Fidelity Management Trust Company Equity Trust
Conservative Asset Allocation Trust
Moderate Asset Allocation Trust
Aggressive Asset Allocation Trust

Founders Asset Management LLC Growth Trust
Worldwide Growth Trust
Balanced Trust
International Small Cap Trust

Fred Alger Management, Inc. Small/Mid Cap Trust

J.P. Morgan Investment Management Inc. International Growth and Income Trust

Manufacturers Adviser Corporation Pacific Rim Emerging Markets Trust
Quantitative Equity Trust
Real Estate Securities Trust
Capital Growth Bond Trust
Money Market Trust
Lifestyle Trusts

Miller Anderson & Sherrerd, LLP Value Trust
High Yield Trust

Morgan Stanley Asset Management Inc. Global Equity Trust

Oechsle International Advisors, L.P. Global Government Bond Trust

Pilgrim Baxter & Associates, Ltd. Pilgrim Baxter Growth Trust

Rosenberg Institutional Equity Management Small Company Value Trust

Rowe Price-Fleming International, Inc. International Stock Trust

Salomon Brothers Asset Management Inc U.S. Government Securities Trust
Strategic Bond Trust

T. Rowe Price Associates, Inc. Science & Technology Trust
Blue Chip Growth Trust
Equity-Income Trust

Warburg Pincus Asset Management, Inc. Emerging Growth Trust

Wellington Management Company, LLP Growth and Income Trust
Investment Quality Bond Trust
</TABLE>

The following is a brief description of each portfolio:

The PACIFIC RIM EMERGING MARKETS TRUST seeks long-term growth of
capital by investing in a diversified portfolio that is comprised primarily of
common stocks and equity-related securities of corporations domiciled in
countries in the Pacific Rim region.

The SCIENCE & TECHNOLOGY TRUST seeks long-term growth of capital.
Current income is incidental to the portfolio's objective.

15
<PAGE> 16
The INTERNATIONAL SMALL CAP TRUST seeks capital appreciation by
investing primarily in securities issued by foreign companies which have total
market capitalization or annual revenues of $1 billion or less. These
securities may represent companies in both established and emerging economies
throughout the world.

The EMERGING GROWTH TRUST seeks maximum capital appreciation by
investing primarily in a portfolio of equity securities of domestic companies.
The Emerging Growth Trust ordinarily will invest at least 65% of its total
assets in common stocks or warrants of emerging growth companies that represent
attractive opportunities for maximum capital appreciation.

The PILGRIM BAXTER GROWTH TRUST seeks capital appreciation by
investing in companies believed by the subadviser to have an outlook for strong
earnings growth and the potential for significant capital appreciation.

The SMALL/MID CAP TRUST seeks long-term capital appreciation by
investing at least 65% of its total assets (except during temporary defensive
periods) in small/mid cap equity securities. As used herein small/mid cap
equity securities are equity securities of companies that, at the time of
purchase, have total market capitalization between $500 million and $5 billion.

The INTERNATIONAL STOCK TRUST seeks long-term growth of capital by
investing primarily in common stocks of established, non-U.S. companies.

The WORLDWIDE GROWTH TRUST seeks long-term growth of capital by
normally investing at least 65% of its total assets in equity securities of
growth companies in a variety of markets throughout the world.

The GLOBAL EQUITY TRUST seeks long-term capital appreciation by
investing primarily in equity securities throughout the world, including U.S.
issuers and emerging markets.

The SMALL COMPANY VALUE TRUST seeks long term growth of capital by
investing in equity securities of smaller companies which are traded
principally in the markets of the United States.

The EQUITY TRUST seeks growth of capital by investing primarily in
common stocks of United States issuers and securities convertible into or
carrying the right to buy common stocks.

The GROWTH TRUST seeks long-term growth of capital by investing at
least 65% of the portfolio's total assets in the common stocks of
well-established, high-quality growth companies that the subadviser believes
have the potential to increase earnings faster than the rest of the market.

The QUANTITATIVE EQUITY TRUST seeks to achieve intermediate and
long-term growth through capital appreciation and current income by investing
in common stocks and other equity securities of well established companies with
promising prospects for providing an above average rate of return.

The BLUE CHIP GROWTH TRUST seeks to achieve long-term growth of
capital (current income is a secondary objective) and many of the stocks in the
portfolio are expected to pay dividends.

The REAL ESTATE SECURITIES TRUST seeks to achieve a combination of
long-term capital appreciation and satisfactory current income by investing in
real estate related equity and debt securities.

The VALUE TRUST seeks to realize an above-average total return over a
market cycle of three to five years, consistent with reasonable risk, by
investing primarily in common and preferred stocks, convertible securities,
rights and warrants to purchase common stocks, ADRs and other equity securities
of companies with equity capitalizations usually greater than $300 million.

The INTERNATIONAL GROWTH AND INCOME TRUST seeks long-term growth of
capital and income by investing, under normal circumstances, at least 65% of
its total assets in equity securities of foreign issuers. The portfolio may
also invest in debt securities of corporate or sovereign issuers rated A or
higher by Moody's Investor Services, Inc. or Standard & Poor's Corporation or,
if unrated, of equivalent credit quality as determined by the subadviser.

The GROWTH AND INCOME TRUST seeks long-term growth of capital and
income, consistent with prudent investment risk, by investing primarily in a
diversified portfolio of common stocks of United States issuers which the
subadviser believes are of high quality.

16
<PAGE> 17
The EQUITY-INCOME TRUST seeks to provide substantial dividend income
and also long-term capital appreciation by investing primarily in
dividend-paying common stocks, particularly of established companies with
favorable prospects for both increasing dividends and capital appreciation.

The BALANCED TRUST seeks current income and capital appreciation by
investing in a balanced portfolio of common stocks, U.S. and foreign government
obligations and a variety of corporate fixed-income securities.

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, by
investing primarily in high yield debt securities, including corporate bonds
and other fixed-income securities.

The AUTOMATIC ASSET ALLOCATION TRUSTS seek the highest potential total
return consistent with a specified level of risk tolerance -- conservative,
moderate or aggressive -- by investing primarily in the kinds of securities in
which the Equity, Investment Quality Bond, U.S. Government Securities and Money
Market Trusts may invest.

o The AGGRESSIVE ASSET ALLOCATION TRUST seeks the highest total
return consistent with an aggressive level of risk tolerance.
This Trust attempts to limit the decline in portfolio value in
very adverse market conditions to 15% over any three year period.

o The MODERATE ASSET ALLOCATION TRUST seeks the highest total return
consistent with a moderate level of risk tolerance. This Trust
attempts to limit the decline in portfolio value in very adverse
market conditions to 10% over any three year period.

o The CONSERVATIVE ASSET ALLOCATION TRUST seeks the highest total
return consistent with a conservative level of risk tolerance.
This Trust attempts to limit the decline in portfolio value in
very adverse market conditions to 5% over any three year period.

The STRATEGIC BOND TRUST seeks a high level of total return consistent
with preservation of capital by giving its subadviser broad discretion to
deploy the portfolio's assets among certain segments of the fixed-income market
as the subadviser believes will best contribute to achievement of the
portfolio's investment objective.

The GLOBAL GOVERNMENT BOND TRUST seeks a high level of total return by
placing primary emphasis on high current income and the preservation of capital
by investing primarily in a global portfolio of high-quality, fixed-income
securities of foreign and United States governmental entities and supranational
issuers.

The CAPITAL GROWTH BOND TRUST seeks to achieve growth of capital by
investing in medium-grade or better debt securities, with income as a secondary
consideration. The Capital Growth Bond Trust differs from most "bond" funds in
that its primary objective is capital appreciation, not income.

The INVESTMENT QUALITY BOND TRUST seeks a high level of current income
consistent with the maintenance of principal and liquidity, by investing
primarily in a diversified portfolio of investment grade corporate bonds and
U.S. Government bonds with intermediate to longer term maturities. The
portfolio may also invest up to 20% of its assets in non-investment grade fixed
income securities.

The U.S. GOVERNMENT SECURITIES TRUST seeks a high level of current
income consistent with preservation of capital and maintenance of liquidity, by
investing in debt obligations and mortgage-backed securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
derivative securities such as collateralized mortgage obligations backed by
such securities.

The MONEY MARKET TRUST seeks maximum current income consistent with
preservation of principal and liquidity by investing in high quality money
market instruments with maturities of 397 days or less issued primarily by
United States entities.

The LIFESTYLE AGGRESSIVE 1000 TRUST seeks to provide long-term growth
of capital (current income is not a consideration) by investing 100% of the
Lifestyle Trust's assets in other portfolios of the Trust ("Underlying
Portfolios") which invest primarily in equity securities.

17
<PAGE> 18
The LIFESTYLE GROWTH 820 TRUST seeks to provide long-term growth of
capital with consideration also given to current income by investing
approximately 20% of the Lifestyle Trust's assets in Underlying Portfolios
which invest primarily in fixed income securities and approximately 80% of its
assets in Underlying Portfolios which invest primarily in equity securities.

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 by investing approximately 40% of the Lifestyle Trust's
assets in Underlying Portfolios which invest primarily in fixed income
securities and approximately 60% of its assets in Underlying Portfolios which
invest primarily in equity securities.

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 by investing approximately 60% of the Lifestyle Trust's
assets in Underlying Portfolios which invest primarily in fixed income
securities and approximately 40% of its assets in Underlying Portfolios which
invest primarily in equity securities.

The LIFESTYLE CONSERVATIVE 280 TRUST seeks to provide a high level of
current income with some consideration also given to growth of capital by
investing approximately 80% of the Lifestyle Trust's assets in Underlying
Portfolios which invest primarily in fixed income securities and approximately
20% of its assets in Underlying Portfolios which invest primarily in equity
securities.

In pursuing the Strategic Bond, High Yield and Investment Quality Bond
Trusts' investment objective, each portfolio expects to invest a portion of its
assets in high yield securities, commonly known as "junk bonds" which also
present a high degree of risk. The risks of these securities include price
volatility and risk of default in the payment of interest and principal. See
"Risk Factors Relating to High Yield Securities" contained in the Trust
prospectus before investing in any of these Trusts.

In pursuing the Pacific Rim Emerging Markets, International Stock,
Worldwide Growth, International Small Cap, Global Equity, Strategic Bond,
International Growth and Income, High Yield and Global Government Bond Trusts'
investment objective, each portfolio may invest up to 100% of its assets in
foreign securities which may present additional risks. See "Foreign
Securities" in the Trust prospectus before investing in any of these Trusts.

If the shares of a portfolio are no longer available for investment or
in the Company's judgment investment in a portfolio becomes inappropriate in
view of the purposes of the Variable Account, the Company may eliminate the
shares of a portfolio and substitute shares of another portfolio of the Trust
or another open-end registered investment company. Substitution may be made
with respect to both existing investments and the investment of future purchase
payments. However, no such substitution will be made without notice to the
contract owner and prior approval of the SEC to the extent required by the 1940
Act.

The Company will vote shares of the Trust portfolios held in the
Variable Account at meetings of shareholders of the Trust in accordance with
voting instructions received from the persons having the voting interest under
the contracts. The number of portfolio shares for which voting instructions
may be given will be determined by the Company in the manner described below,
not more than 90 days prior to the meeting of the Trust. Trust proxy material
will be distributed to each person having the voting interest under the
contract together with appropriate forms for giving voting instructions.
Portfolio shares held in the Variable Account that are attributable to contract
owners and as to which no timely instructions are received and portfolio shares
held in the Variable Account that are beneficially owned by the Company will be
voted by the Company in proportion to the instructions received.

Prior to the maturity date, the person having the voting interest
under a contract is the contract owner and the number of votes as to each
portfolio for which voting instructions may be given is determined by dividing
the value of the investment account corresponding to the sub-account in which
such portfolio shares are held by the net asset value per share of that
portfolio. After the maturity date, the person having the voting interest
under a contract is the annuitant and the number of votes as to each portfolio
for which voting instructions may be given is determined by dividing the
reserve for the contract allocated to the sub-account in which such portfolio
shares are held by the net asset value per share of that portfolio. Generally,
the number of votes tends to decrease as annuity payments progress since the
amount of reserves attributable to a contract will usually decrease after
commencement of annuity payments. The Company reserves the right to make any
changes in the voting rights described above that may be permitted by the
Federal securities laws or regulations or interpretations of these laws or
regulations.

A full description of the Trust, including the investment objectives,
policies and restrictions of each of the portfolios is contained in the
prospectus for the Trust which accompanies this Prospectus and should be read
by a prospective purchaser before investing.

18
<PAGE> 19

DESCRIPTION OF THE CONTRACT

ACCUMULATION PROVISIONS

PURCHASE PAYMENTS

Purchase payments are paid to the Company at its Annuity Service
Office. Except as noted below, the minimum initial purchase payment is $5,000
for Non-Qualified Contracts and $2,000 for Qualified Contracts. The minimum
initial purchase payment is $3,500 if the source of such payment was a direct
rollover of an eligible rollover distribution from a qualified plan under
Section 401(a) of the Code or a Tax Sheltered Annuity described in Section
403(b) of the Code, all or part of which assets are invested in a group annuity
contract issued by The Manufacturers Life Insurance Company (U.S.A.). The
Company may provide for purchase payments to be automatically withdrawn from a
contract owner's bank account on a periodic basis. If a purchase payment would
cause the contract value to exceed $1,000,000 or the contract value already
exceeds $1,000,000, additional purchase payments will be accepted only with the
prior approval of the Company.

The Company may, at its option, cancel a contract at the end of any
two consecutive contract years in which no purchase payments have been made, if
both (i) the total purchase payments made over the life of the contract, less
any withdrawals, are less than $2,000; and (ii) the contract value at the end
of such two year period is less than $2,000. The cancellation of contract
privileges may vary in certain states in order to comply with the requirements
of insurance laws and regulations in such state. Upon cancellation the Company
will pay the contract owner the contract value computed as of the valuation
period during which the cancellation occurs less any debt and less the annual
$30 administration fee. The amount paid will be treated as a withdrawal for
Federal tax purposes and thus may be subject to income tax and to a 10% penalty
tax (see "FEDERAL TAX MATTERS").

Purchase payments are allocated among the investment options in
accordance with the percentages designated by the contract owner. In addition,
contract owners have the option to participate in the Guarantee Plus Program
administered by the Company. Under the Guarantee Plus Program the initial
purchase payment is split between the fixed and variable investment options. A
percentage of the initial purchase payment is allocated to the chosen fixed
account, such that, at the end of the guaranteed period the fixed account will
have grown to an amount at least equal to the total initial purchase payment.
The percentage depends upon the current interest rate of the fixed investment
option. The balance of the initial purchase payment is allocated among the
variable investment options as indicated on the contract specifications page.
Contract owners may elect to participate in the Guarantee Plus Program and may
obtain full information concerning the program and its restrictions from their
securities dealers or the Annuity Service Office. The contract owner may
change the allocation of subsequent purchase payments at any time upon written
notice to the Company or by telephone in accordance with the Company's
telephone transfer procedures.

See Appendix D for information on purchase payments applicable to Ven
3 and Ven 1 contracts.

ACCUMULATION UNITS

The Company will establish an investment account for the contract
owner for each variable account investment option to which such contract owner
allocates purchase payments. Purchase payments are credited to such investment
accounts in the form of accumulation units. The following discussion of
accumulation units, the value of accumulation units and the net investment
factor formula pertains only to the accumulations in the variable account
investment options. The parallel discussion regarding accumulations in the
fixed account investment options appears elsewhere in this Prospectus (see
"FIXED ACCOUNT INVESTMENT OPTIONS").

The number of accumulation units to be credited to each investment
account is determined by dividing the net purchase payment allocated to that
investment account by the value of an accumulation unit for that investment
account for the valuation period during which the purchase payment is received
at the Company's Annuity Service Office complete with all necessary information
or, in the case of the first purchase payment, pursuant to the procedures
described below.

Initial purchase payments received by mail will usually be credited in
the valuation period during which received at the Annuity Service Office, and
in any event not later than two business days after receipt of all information
necessary for processing issuance of the contract. The applicant will be
informed of any deficiencies preventing processing if the contract cannot be
issued and the purchase payment credited within two business days after
receipt. If the deficiencies are not remedied within five business days after
receipt, the purchase payment will be returned promptly to the applicant,
unless the applicant specifically consents to the Company's retaining the
purchase payment until all necessary information is received. Initial purchase
payments received by wire transfer from broker- dealers will be credited in the
valuation period during which received where such broker-dealers have made
special arrangements with the Company.

19
<PAGE> 20

VALUE OF ACCUMULATION UNITS

The value of accumulation units will vary from one valuation period to
the next depending upon the investment results of the particular sub-accounts
to which purchase payments are allocated. The value of an accumulation unit
for each sub-account was arbitrarily set at either $10.00 or $12.50 for the
first valuation period under contracts similar to the contracts described in
this Prospectus. The value of an accumulation unit for any subsequent
valuation period is determined by multiplying the value of an accumulation unit
for the immediately preceding valuation period by the net investment factor for
such sub-account (described below) for the valuation period for which the value
is being determined.

NET INVESTMENT FACTOR

The net investment factor is an index used to measure the investment
performance of a sub-account from one valuation period to the next. The net
investment factor for each sub-account for any valuation period is determined
by dividing (a) by (b) and subtracting (c) from the result:

Where (a) is:

(1) the net asset value per share of a portfolio share held in
the sub-account determined at the end of the current valuation period,
plus

(2) the per share amount of any dividend or capital gain
distributions made by the portfolio on shares held in the sub-account
if the "ex-dividend" date occurs during the current valuation period.

Where (b) is:

the net asset value per share of a portfolio share held in the
sub-account determined as of the end of the immediately preceding
valuation period.

Where (c) is:

a factor representing the charges deducted from the
sub-account on a daily basis for administrative expenses and mortality
and expense risks. Such factor is equal on an annual basis to 1.40%
(0.15% for administrative expenses and 1.25% for mortality and expense
risks). The charges deducted from the sub-account reduce the value of
the accumulation units for the sub-account.

The net investment factor may be greater or less than or equal to one;
therefore, the value of an accumulation unit may increase, decrease or remain
the same.

TRANSFERS AMONG INVESTMENT OPTIONS

Before the maturity date the contract owner may transfer amounts among
the variable account investment options and from such investment options to the
fixed account investment options at any time and without charge upon written
notice to the Company or by telephone if the contract owner authorizes the
Company in writing to accept telephone transfer requests. Accumulation units
will be canceled from the investment account from which amounts are transferred
and credited to the investment account to which amounts are transferred. The
Company will effect such transfers so that the contract value on the date of
the transfer will not be affected by the transfer. The contract owner must
transfer at least $300 or, if less, the entire value of the investment account.
If after the transfer the amount remaining in the investment account is less
than $100, then the Company will transfer the entire amount instead of the
requested amount. The Company reserves the right to limit, upon notice, the
maximum number of transfers a contract owner may make to one per month or six
at any time within a contract year. In addition, the Company reserves the
right to defer the transfer privilege at any time that the Company is unable to
purchase or redeem shares of the Trust portfolios. The Company also reserves
the right to modify or terminate the transfer privilege at any time in
accordance with applicable law. See Appendix D for information on Transfer
Among Investment Options applicable to Ven 1 and Ven 3 contracts.

20
<PAGE> 21
MAXIMUM NUMBER OF INVESTMENT OPTIONS

Due to current administrative capabilities, a contract owner is
limited to a maximum of 17 investment options (including all fixed account
investment options) during the period prior to the maturity date of the
contract (the "Contract Period"). In calculating this limit for each contract
owner, investment options to which the contract owner has allocated purchase
payments at any time during the Contract Period will be counted toward the 17
maximum even if the contract owner no longer has contract value allocated to
these investment options.

TELEPHONE TRANSACTIONS

Contract owners are permitted to request transfers/redemptions by
telephone. The Company will not be liable for following instructions
communicated by telephone that it reasonably believes to be genuine. To be
permitted to request a transfer/redemption by telephone, a contract owner must
elect the option on the Application. (If a contract owner does not initially
elect an option in the Application form, he or she may request authorization by
executing an appropriate authorization form provided by the Company upon
request.) The Company will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine and may only be liable for
any losses due to unauthorized or fraudulent instructions where it fails to
employ its procedures properly. Such procedures include the following. Upon
telephoning a request, contract owners will be asked to provide their account
number, and if not available, their social security number. For the contract
owner's and Company's protection, all conversations with contract owners will
be tape recorded. All telephone transactions will be followed by a
confirmation statement of the transaction.

SPECIAL TRANSFER SERVICES - DOLLAR COST AVERAGING

The Company administers a Dollar Cost Averaging ("DCA") program which
enables a contract owner to pre-authorize a periodic exercise of the
contractual transfer rights described above. Contract owners entering into a
DCA agreement instruct the Company to transfer monthly a predetermined dollar
amount from any sub-account or the one year fixed account investment option to
other sub-accounts until the amount in the sub-account from which the transfer
is made or one year fixed account investment option is exhausted. In states
where approved by the state insurance department, a DCA fixed account
investment option may be established under the DCA program to make automatic
transfers. Only initial and subsequent net payments may be allocated to the
DCA fixed account investment option. The DCA program is generally suitable for
contract owners making a substantial deposit to the contract and who desire to
control the risk of investing at the top of a market cycle. The DCA program
allows such investments to be made in equal installments over time in an effort
to reduce such risk. Contract owners interested in the DCA program may elect
to participate in the program on the contract application or by separate
application. Contract owners may obtain a separate application and full
information concerning the program and its restrictions from their securities
dealer or the Annuity Service Office. See Appendix D for information on the
DCA program applicable to Ven 1 and Ven 3 contracts. There is no charge for
participation in the DCA program.

ASSET REBALANCING PROGRAM

The Company administers an Asset Rebalancing Program which enables a
contract owner to indicate to the Company the percentage levels he or she would
like to maintain in particular portfolios. The contract owner's contract value
will be automatically rebalanced pursuant to the schedule described below to
maintain the indicated percentages by transfers among the portfolios. (Fixed
Account Investment Options are not eligible for participation in the Asset
Rebalancing Program.) The entire value of the variable investment accounts
must be included in the Asset Rebalancing Program. Other investment programs,
such as the DCA program, or other transfers or withdrawals may not work in
concert with the Asset Rebalancing Program. Therefore, contract owners should
monitor their use of these other programs and any other transfers or
withdrawals while the Asset Rebalancing Program is being used. Contract owners
interested in the Asset Rebalancing Program may obtain a separate application
and full information concerning the program and its restrictions from their
securities dealer or the Annuity Service Office. There is no charge for
participation in the Asset Rebalancing Program.

For rebalancing programs begun on or after October 1, 1996 asset
rebalancing will only be permitted on the following time schedules:

(i) quarterly on the 25th day of the last month of the quarter (or
the next business day if the 25th is not a business day);

(ii) semi-annually on June 25th or December 26th (or the next
business day if these dates are not business days); or

(iii) annually on December 26th (or the next business day if
December 26th is not a business day).

Rebalancing will continue to take place on the last business day of every
calendar quarter for rebalancing programs begun prior to October 1, 1996.

21
<PAGE> 22
WITHDRAWALS

Prior to the earlier of the maturity date or the death of the contract
owner, the owner may withdraw all or a portion of the contract value upon
written request, complete with all necessary information to the Company's
Annuity Service Office. For certain qualified contracts, exercise of the
withdrawal right may require the consent of the qualified plan participant's
spouse under the Code and regulations promulgated by the Treasury Department.
In the case of a total withdrawal, the Company will pay the contract value as
of the date of receipt of the request at its Annuity Service Office, less the
annual $30 administration fee if applicable, any debt and any applicable
withdrawal charge, and the contract will be canceled. In the case of a partial
withdrawal, the Company will pay the amount requested and cancel that number of
accumulation units credited to each investment account necessary to equal the
amount withdrawn from each investment account plus any applicable withdrawal
charge deducted from such investment account (see "CHARGES AND DEDUCTIONS").

When making a partial withdrawal, the contract owner should specify
the investment options from which the withdrawal is to be made. The amount
requested from an investment option may not exceed the value of that investment
option less any applicable withdrawal charge. If the contract owner does not
specify the investment options from which a partial withdrawal is to be taken,
a partial withdrawal will be taken from the variable account investment options
until exhausted and then from the fixed account investment options, beginning
with the shortest guarantee period first and ending with the longest guarantee
period last. If the partial withdrawal is less than the total value in the
variable account investment options, the withdrawal will be taken pro rata from
the variable account investment options: taking from each such variable account
investment option an amount which bears the same relationship to the total
amount withdrawn as the value of such variable account investment option bears
to the total value of all the contract owner's investments in variable account
investment options.

For the rules governing the order and manner of withdrawals from the
fixed account investment options, see "FIXED ACCOUNT INVESTMENT OPTIONS."

There is no limit on the frequency of partial withdrawals; however,
the amount withdrawn must be at least $300 or, if less, the entire balance in
the investment option. If after the withdrawal (and deduction of any
withdrawal charge) the amount remaining in the investment option is less than
$100, the Company will treat the partial withdrawal as a withdrawal of the
entire amount held in the investment option. If a partial withdrawal plus any
applicable withdrawal charge would reduce the contract value to less than $300,
the Company will treat the partial withdrawal as a total withdrawal of the
contract value.

The amount of any withdrawal from the variable account investment
options will be paid promptly, and in any event within seven days of receipt of
the request, complete with all necessary information at the Company's Annuity
Service Office, except that the Company reserves the right to defer the right
of withdrawal or postpone payments for any period when: (1) the New York Stock
Exchange is closed (other than customary weekend and holiday closings), (2)
trading on the New York Stock Exchange is restricted, (3) an emergency exists
as a result of which disposal of securities held in the Variable Account is not
reasonably practicable or it is not reasonably practicable to determine the
value of the Variable Account's net assets, or (4) the SEC, by order, so
permits for the protection of security holders; provided that applicable rules
and regulations of the SEC shall govern as to whether the conditions described
in (2) and (3) exist.

Withdrawals from the contract may be subject to income tax and a 10%
penalty tax. Withdrawals are permitted from contracts issued in connection
with Section 403(b) qualified plans only under limited circumstances (see
"FEDERAL TAX MATTERS").

TELEPHONE REDEMPTIONS. The contract owner may request the option to
withdraw a portion of the contract value by telephone by completing the
application described under "Telephone Transactions" above. The Company
reserves the right to impose maximum withdrawal amounts and procedural
requirements regarding this privilege. For additional information on Telephone
Redemptions see "Telephone Transactions" above.

SPECIAL WITHDRAWAL SERVICES - THE INCOME PLAN

The Company administers an Income Plan ("IP") which enables a contract
owner to pre-authorize a periodic exercise of the contractual withdrawal rights
described above. Contract owners entering into an IP agreement instruct the
Company to withdraw a level dollar amount from specified investment options on
a periodic basis. The total of IP withdrawals in a contract year is limited to
not more than 10% of the purchase payments made to ensure that no withdrawal or
market value charge will ever apply to an IP withdrawal. If an additional
withdrawal is made from a contract participating in an IP, the IP will
terminate automatically and may be reinstated only on or after the next
contract anniversary pursuant to a new application. The IP is not available to
contracts participating in the dollar cost averaging program or for which
purchase payments are being automatically deducted from a bank

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account on a periodic basis. IP withdrawals will be free of withdrawal and
market value charges. IP withdrawals may, however, be subject to income tax
and a 10% penalty tax (see "FEDERAL TAX MATTERS"). Contract owners interested
in an IP may obtain a separate application and full information concerning the
program and its restrictions from their securities dealer or the Annuity
Service Office. Currently, there is no fee charged for the IP service.

LOANS

The Company offers a loan privilege only to owners of contracts issued
in connection with Section 403(b) qualified plans that are not subject to Title
I of ERISA. Owners of such contracts may obtain loans using the contract as
the only security for the loan. Loans are subject to provisions of the Code
and to applicable retirement program rules (collectively, "loan rules"). Tax
advisors and retirement plan fiduciaries should be consulted prior to
exercising loan privileges.

Under the terms of the contract, the maximum loan value is equal to
80% of the contract value, although loan rules may serve to reduce such maximum
loan value in some cases. The amount available for a loan at any given time is
the loan value less any outstanding debt. Debt equals the amount of any loans
plus accrued interest. Loans will be made only upon written request from the
owner. The Company will make loans within seven days of receiving a properly
completed loan application (applications are available from the Annuity Service
Office), subject to postponement under the same circumstances that payment of
withdrawals may be postponed (see "WITHDRAWALS").

When an owner requests a loan, the Company will reduce the owner's
investment in the investment accounts and transfer the amount of the loan to
the loan account, a part of the Company's general account. The owner may
designate the investment accounts from which the loan is to be withdrawn.
Absent such a designation, the amount of the loan will be withdrawn from the
investment accounts in accordance with the rules for making partial withdrawals
(see "WITHDRAWALS"). The contract provides that owners may repay contract debt
at any time. Under applicable loan rules, loans generally must be repaid
within five years, repayments must be made at least quarterly and repayments
must be made in substantially equal amounts. When a loan is repaid, the amount
of the repayment will be transferred from the loan account to the investment
accounts. The owner may designate the investment accounts to which a repayment
is to be allocated. Otherwise, the repayment will be allocated in the same
manner as the owner's most recent purchase payment. On each contract
anniversary, the Company will transfer from the investment accounts to the loan
account the amount by which the debt on the contract exceeds the balance in the
loan account.

The Company charges interest of 6% per year on contract loans. Loan
interest is payable in arrears and, unless paid in cash, the accrued loan
interest is added to the amount of the debt and bears interest at 6% as well.
The Company credits interest with respect to amounts held in the loan account
at a rate of 4% per year. Consequently, the net cost of loans under the
contract is 2%. If on any date debt under a contract exceeds the contract
value, the contract will be in default. In such case the owner will receive a
notice indicating the payment needed to bring the contract out of default and
will have a thirty-one day grace period within which to pay the default amount.
If the required payment is not made within the grace period, the contract may
be foreclosed (terminated without value).

The amount of any debt will be deducted from the death benefit
otherwise payable under the contract (see "DEATH BENEFIT BEFORE MATURITY
DATE"). In addition, debt, whether or not repaid, will have a permanent effect
on the contract value because the investment results of the investment accounts
will apply only to the unborrowed portion of the contract value. The longer
debt is outstanding, the greater the effect is likely to be. The effect could
be favorable or unfavorable. If the investment results are greater than the
rate being credited on amounts held in the loan account while the debt is
outstanding, the contract value will not increase as rapidly as it would have
if no debt were outstanding. If investment results are below that rate, the
contract value will be higher than it would have been had no debt been
outstanding.

See Appendix D for information on Loans applicable to Ven 1 and Ven 3
contracts.

DEATH BENEFIT BEFORE MATURITY DATE

For information on the death benefit applicable to Ven 7 contracts see Appendix
C and to Ven 1 and Ven 3 contracts see Appendix D.

In General. The following discussion applies principally to contracts
that are not issued in connection with qualified plans, i.e., a "non-qualified
contract." The requirements of the tax law applicable to qualified plans, and
the tax treatment of amounts held and distributed under such plans, are quite
complex. Accordingly, a prospective purchaser of the contract to be used in
connection with a qualified plan should seek competent legal and tax advice
regarding the suitability of the contract for the situation involved and the
requirements governing the distribution of benefits, including death benefits,
from a contract used in the plan. In particular, a prospective purchaser who
intends to use the contract in connection with a qualified plan should consider
that the contract provides a

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death benefit (described below) that could be characterized as an incidental
death benefit. There are limits on the amount of incidental benefits that may
be provided under certain qualified plans and the provision of such benefits
may result in currently taxable income to plan participants. (See "FEDERAL TAX
MATTERS")

Amount of Death Benefit.

Determination of Death Benefit. The determination of the death
benefit will be made on the date written notice and proof of death, as well as
all required claims forms, are received at the Company's Annuity Service
Office. No person is entitled to the death benefit until this time. In
addition, partial withdrawals include amounts applied under an annuity option
under the contract. Also, amounts deducted in connection with partial
withdrawals include charges imposed on a partial withdrawal, but not amounts
charged to the contract in payment of the annual administration fee. If there
is any debt under the contract, the death benefit equals the death benefit, as
described above, less such debt.

Payment of Death Benefit. The Company will pay the death benefit
(which, as defined above, is net of any debt) to the beneficiary if any
contract owner dies before the maturity date. If there is a surviving contract
owner, that contract owner will be deemed to be the beneficiary. No death
benefit is payable on the death of any annuitant, except that if any contract
owner is not a natural person, the death of any annuitant will be treated as
the death of an owner. On the death of the last surviving annuitant, the
contract owner, if a natural person, will become the annuitant unless the
contract owner designates another person as the annuitant.

The death benefit may be taken in the form of a lump sum immediately.
If not taken immediately, the contract will continue subject to the following:
(1) The beneficiary will become the contract owner. (2) Any excess of the
death benefit over the contract value will be allocated to the owner's
investment accounts in proportion to their relative values on the date of the
Company's receipt at its Annuity Service Office of due proof of the owner's
death. (3) No additional purchase payments may be made. (4) If the
beneficiary is not the deceased's owner spouse, distribution of the contract
owner's entire interest in the contract must be made within five years of the
owner's death, or alternatively, distribution may be made as an annuity, under
one of the annuity options described below, which begins within one year of the
owner's death and is payable over the life of the beneficiary or over a period
not extending beyond the life expectancy of the beneficiary. Upon the death of
the beneficiary, the death benefit will equal the contract value which

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must be distributed immediately in a single sum. (5) If the owner's spouse is
the beneficiary, the spouse continues the contract as the new owner. In such a
case, the distribution rules described in "(4)" applicable when a contract
owner dies will apply when the spouse, as the owner, dies. In addition, a
death benefit will be paid upon the death of the spouse. For purposes of
calculating the death benefit payable upon the death of the spouse, the death
benefit paid upon the first owner's death will be treated as a purchase payment
to the contract. In addition, the death benefit on the last day of the
previous contract year (or the last day of the contract year ending just prior
to the owner's 81st birthday, if applicable) shall be set to zero as of the
date of the first owner's death. (6) If any contract owner dies and the oldest
owner had an attained age of less than 81 on the contract date, withdrawal
charges are not applied on payment of the death benefit (whether taken through
a partial or total withdrawal or applied under an annuity option). If any
contract owner dies and the oldest owner had an attained age greater than 80 on
the contract date, withdrawal charges will be assessed only upon payment of the
death benefit (if such charges are otherwise applicable), so that if the death
benefit is paid in a subsequent year, a lower withdrawal charge will be
applicable. For contracts issued after October 1, 1997, any withdrawal charge
applied against the death benefit shall be waived.

If any annuitant is changed and any contract owner is not a natural
person, the entire interest in the contract must be distributed to the contract
owner within five years. That amount distributed will be reduced by charges
which would otherwise apply upon withdrawal.

A substitution or addition of any contract owner may result in
resetting the death benefit to an amount equal to the contract value as of the
date of the change and treating such value as a payment made on that date for
purposes of computing the amount of the death benefit. No such change in death
benefit will be made if the individual whose death will cause the death benefit
to be paid is the same after the change in ownership or if ownership is
transferred to the owner's spouse.

Death benefits will be paid within seven days of the date the amount
of the death benefit is determined, as described above, subject to postponement
under the same circumstances that payment of withdrawals may be postponed (see
"WITHDRAWALS").

ANNUITY PROVISIONS

GENERAL

The proceeds of the contract payable on death, withdrawal or the
contract maturity date may be applied to the annuity options described below,
subject to the distribution of death benefit provisions (see "DEATH BENEFIT
BEFORE MATURITY DATE").

Generally, annuity benefits under the contract will begin on the
maturity date. The maturity date is the date specified on the contract
specifications page, unless changed. If no date is specified, the maturity
date is the maximum maturity date described below. The maximum maturity date
is the first day of the month following the later of the 85th birthday of the
annuitant or the tenth contract anniversary. The contract owner may specify a
different maturity date at any time by written request at least one month
before both the previously specified and the new maturity date. The new
maturity date may not be later than the maximum maturity date unless the
Company consents. Maturity dates which occur at advanced ages, e.g., past age
85, may in some circumstances have adverse income tax consequences (see
"FEDERAL TAX MATTERS"). Distributions from qualified contracts may be required
before the maturity date.

The contract owner may select the frequency of annuity payments.
However, if the contract value at the maturity date is such that a monthly
payment would be less than $20, the Company may pay the contract value, less
any debt, in one lump sum to the annuitant on the maturity date.

ANNUITY OPTIONS

Annuity benefits are available under the contract on a fixed or
variable basis, or any combination of fixed and variable bases. Upon purchase
of the contract, and on or before the maturity date, the contract owner may
select one or more of the annuity options described below on a fixed and/or
variable basis (except Option 5 which is available on a fixed basis only) or
choose an alternate form of settlement acceptable to the Company. If an
annuity option is not selected, the Company will provide as a default option
annuity payments on a fixed, variable or combined fixed and variable basis in
proportion to the Investment Account Value of each investment option at the
maturity date, such payments to be made for a period certain of 10 years and
continuing thereafter during the lifetime of the annuitant. Treasury
Department regulations may preclude the availability of certain annuity options
in connection with certain qualified contracts.

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The following annuity options are guaranteed in the contract:

Option 1(a): Non-Refund Life Annuity - An annuity with payments
during the lifetime of the annuitant. No payments are due after the
death of the annuitant. Since there is no guarantee that any minimum
number of payments will be made, an annuitant may receive only one
payment if the annuitant dies prior to the date the second payment is
due.

Option 1(b): Life Annuity with Payments Guaranteed for 10 Years - An
annuity with payments guaranteed for 10 years and continuing
thereafter during the lifetime of the annuitant. Since payments are
guaranteed for 10 years, annuity payments will be made to the end of
such period if the annuitant dies prior to the end of the tenth year.

Option 2(a): Joint & Survivor Non-Refund Life Annuity - An annuity
with payments during the lifetimes of the annuitant and a designated
co-annuitant. No payments are due after the death of the last
survivor of the annuitant and co-annuitant. Since there is no
guarantee that any minimum number of payments will be made, an
annuitant or co-annuitant may receive only one payment if the
annuitant and co-annuitant die prior to the date the second payment is
due.

Option 2(b): Joint & Survivor Life Annuity with Payments Guaranteed
for 10 Years - An annuity with payments guaranteed for 10 years and
continuing thereafter during the lifetimes of the annuitant and a
designated co- annuitant. Since payments are guaranteed for 10 years,
annuity payments will be made to the end of such period if both the
annuitant and the co-annuitant die prior to the end of the tenth year.

In addition to the foregoing annuity options which the Company is
contractually obligated to offer at all times, the Company currently offers the
following annuity options. The Company may cease offering the following
annuity options at any time and may offer other annuity options in the future.

Option 3: Life annuity with Payments Guaranteed for 5, 15 or 20 Years
- An Annuity with payments guaranteed for 5, 15 or 20 years and
continuing thereafter during the lifetime of the annuitant. Since
payments are guaranteed for the specific number of years, annuity
payments will be made to the end of the last year of the 5, 15 or 20
year period.

Option 4: Joint & Two-Thirds Survivor Non-Refund Life Annuity - An
annuity with full payments during the joint lifetime of the annuitant
and a designated co-annuitant and two-thirds payments during the
lifetime of the survivor. Since there is no guarantee that any
minimum number of payments will be made, an annuitant or co- annuitant
may receive only one payment if the annuitant and co-annuitant die
prior to the date the second payment is due.

Option 5: Period Certain Only Annuity for 5, 10, 15 or 20 years - An
annuity with payments for a 5, 10, 15 or 20 year period and no
payments thereafter.

DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

The first variable annuity payment is determined by applying that
portion of the contract value used to purchase a variable annuity, measured as
of a date not more than ten business days prior to the maturity date (minus any
applicable premium taxes), to the annuity tables contained in the contract.
(The amount of the first and all subsequent fixed annuity payments is
determined on the same basis using the portion of the contract value used to
purchase a fixed annuity.) The rates contained in such tables depend upon the
annuitant's sex and age (as adjusted depending on the annuitant's year of
birth) and the annuity option selected, except for contracts issued in
connection with certain employer sponsored plans where sex-based tables may not
be used. Under such tables, the longer the life expectancy of the annuitant
under any life annuity option or the duration of any period for which payments
are guaranteed under the option , the smaller will be the amount of the first
monthly variable annuity payment. The rates are based on the 1983 Table A
projected at Scale G, assume births in year 1942 and reflect an assumed
interest rate of 3% per year. For information on annuity rates for Ven 7
contracts see Appendix C and for Ven 1 and Ven 3 contracts see Appendix D.

ANNUITY UNITS AND THE DETERMINATION OF SUBSEQUENT VARIABLE ANNUITY PAYMENTS

Variable annuity payments subsequent to the first will be based on the
investment performance of the sub- accounts selected. The amount of such
subsequent payments is determined by dividing the amount of the first annuity
payment from each sub-account by the annuity unit value of such sub-account (as
of the same date the contract value to effect the annuity was determined) to
establish the number of annuity units which will thereafter be used to
determine payments. This number of annuity units for each sub-account is then
multiplied by the appropriate annuity unit value as of a uniformly applied date
not more than ten business days before the annuity payment is due, and the
resulting amounts for each sub-account are then totaled to arrive at the amount
of the payment to be

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made. The number of annuity units remains constant during the annuity payment
period. A pro-rata portion of the administration fee will be deducted from
each annuity payment.

The value of an annuity unit for each sub-account for any valuation
period is determined by multiplying the annuity unit value for the immediately
preceding valuation period by the net investment factor for that sub-account
(see "NET INVESTMENT FACTOR") for the valuation period for which the annuity
unit value is being calculated and by a factor to neutralize the assumed
interest rate.

A 3% assumed interest rate is built into the annuity tables in the
contract used to determine the first variable annuity payment. A higher
assumption would mean a larger first annuity payment, but more slowly rising
subsequent payments when actual investment performance exceeds the assumed
rate, and more rapidly falling subsequent payments when actual investment
performance is less than the assumed rate. A lower assumption would have the
opposite effect. If the actual net investment performance is 3% annually,
annuity payments will be level.

TRANSFERS AFTER MATURITY DATE

Once variable annuity payments have begun, the contract owner may
transfer all or part of the investment upon which such payments are based from
one sub-account to another. Transfers will be made upon notice to the Company
at least 30 days before the due date of the first annuity payment to which the
change will apply. Transfers after the maturity date will be made by
converting the number of annuity units being transferred to the number of
annuity units of the sub-account to which the transfer is made, so that the
next annuity payment if it were made at that time would be the same amount that
it would have been without the transfer. Thereafter, annuity payments will
reflect changes in the value of the new annuity units. The Company reserves
the right to limit, upon notice, the maximum number of transfers a contract
owner may make per contract year to four. Once annuity payments have commenced,
no transfers may be made from a fixed annuity option to a variable annuity
option or from a variable annuity option to a fixed annuity option. In
addition, the Company reserves the right to defer the transfer privilege at any
time that the Company is unable to purchase or redeem shares of the Trust
portfolios. The Company also reserves the right to modify or terminate the
transfer privilege at any time in accordance with applicable law.

DEATH BENEFIT ON OR AFTER MATURITY DATE

If annuity payments have been selected based on an annuity option
providing for payments for a guaranteed period, and the annuitant dies on or
after the maturity date, the Company will make the remaining guaranteed
payments to the beneficiary. Any remaining payments will be made as rapidly as
under the method of distribution being used as of the date of the annuitant's
death. If no beneficiary is living, the Company will commute any unpaid
guaranteed payments to a single sum (on the basis of the interest rate used in
determining the payments) and pay that single sum to the estate of the last to
die of the annuitant and the beneficiary.

OTHER CONTRACT PROVISIONS

TEN DAY RIGHT TO REVIEW

The contract owner may cancel the contract by returning it to the
Company's Annuity Service Office or agent at any time within 10 days after
receipt of the contract. Within 7 days of receipt of the contract by the
Company, the Company will pay the contract value, less any debt, computed at
the end of the valuation period during which the contract is received by the
Company, to the contract owner.

No withdrawal charge is imposed upon return of the contract within the
ten day right to review period. The ten day right to review may vary in
certain states in order to comply with the requirements of insurance laws and
regulations in such states. When the contract is issued as an individual
retirement annuity under Sections 408 or 408A of the Code, during the first 7
days of the 10 day period, the Company will return all purchase payments if
this is greater than the amount otherwise payable.

OWNERSHIP

The contract owner is the person entitled to exercise all rights under
the contract. Prior to the maturity date, the contract owner is the person
designated in the contract specifications page or as subsequently named. On
and after the maturity date, the annuitant is the contract owner. If amounts
become payable to any beneficiary under the contract, the beneficiary is the
contract owner.

In the case of non-qualified contracts, ownership of the contract may
be changed or the contract may be collaterally assigned at any time prior to
the maturity date, subject to the rights of any irrevocable beneficiary.
Assigning a contract, or changing the

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ownership of a contract, may be treated as a distribution of the contract value
for Federal tax purposes (see "FEDERAL TAX MATTERS"). A change of any contract
owner may result in resetting the death benefit to an amount equal to the
contract value as of the date of the change and treating such value as a
purchase payment made on that date for purposes of computing the amount of the
death benefit (see "DEATH BENEFIT BEFORE MATURITY DATE").

Any change of ownership or assignment must be made in writing. Any
change must be approved by the Company. Any assignment and any change, if
approved, will be effective as of the date the Company receives the request at
its Annuity Service Office. The Company assumes no liability for any payments
made or actions taken before a change is approved or an assignment is accepted
or responsibility for the validity or sufficiency of any assignment. An
absolute assignment will revoke the interest of any revocable beneficiary.

In the case of qualified contracts, ownership of the contract
generally may not be transferred except by the trustee of an exempt employees'
trust which is part of a retirement plan qualified under Section 401 of the
Code or as otherwise permitted by applicable Internal Revenue Service ("IRS")
regulations. Subject to the foregoing, a qualified contract may not be sold,
assigned, transferred, discounted or pledged as collateral for a loan or as
security for the performance of an obligation or for any other purpose to any
person other than the Company.

BENEFICIARY

The beneficiary is the person, persons or entity designated in the
contract specifications page or as subsequently named. However, if there is a
surviving contract owner, that person will be treated as the beneficiary. The
beneficiary may be changed subject to the rights of any irrevocable
beneficiary. Any change must be made in writing, approved by the Company and
if approved, will be effective as of the date on which written. The Company
assumes no liability for any payments made or actions taken before the change
is approved. If no beneficiary is living, the contingent beneficiary will be
the beneficiary. The interest of any beneficiary is subject to that of any
assignee. If no beneficiary or contingent beneficiary is living, the
beneficiary is the estate of the deceased contract owner. In the case of
certain qualified contracts, regulations promulgated by the Treasury Department
prescribe certain limitations on the designation of a beneficiary. For
information regarding the beneficiary for Ven 7 contracts see Appendix C and
for Ven 3 and Ven 1 see Appendix D.

ANNUITANT

The annuitant is any natural person or persons whose life is used to
determine the duration of annuity payments involving life contingencies. If
the contract owner names more than one person as an "annuitant," the second
person named shall be referred to as "co-annuitant." The annuitant is as
designated on the contract specifications page, unless changed.

On the death of the annuitant, the co-annuitant, if living, becomes
the annuitant. If there is no living co- annuitant, the owner becomes the
annuitant. In the case of certain qualified contracts, there are limitations
on the ability to designate and change the annuitant and the co-annuitant.

MODIFICATION

The contract may not be modified by the Company without the consent of
the contract owner, except as may be required to make it conform to any law or
regulation or ruling issued by a governmental agency. The provisions of the
contract shall be interpreted so as to comply with the requirements of Section
72(s) of the Code.

COMPANY APPROVAL

The Company reserves the right to accept or reject any contract
application at its sole discretion.

MISSTATEMENT AND PROOF OF AGE, SEX OR SURVIVAL

The Company may require proof of age, sex or survival of any person
upon whose age, sex or survival any payment depends. If the age or sex of the
annuitant has been misstated, the benefits will be those that would have been
provided for the annuitant's correct age and sex. If the Company has made
incorrect annuity payments, the amount of any underpayment will be paid
immediately and the amount of any overpayment will be deducted from future
annuity payments.

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FIXED ACCOUNT INVESTMENT OPTIONS

For information on Fixed Account Investment Options for Ven 7 contracts see
Appendix C and for Ven 3 and Ven 1 contracts see Appendix D.

Due to certain exemptive and exclusionary provisions, interests in the
fixed account investment options are not registered under the Securities Act of
1933, as amended, (the "1933 Act") and the Company's general account is not
registered as an investment company under the 1940 Act. Accordingly, neither
interests in the fixed account investment options nor the general account are
subject to the provisions or restrictions of the 1933 Act or the 1940 Act and
the staff of the SEC has not reviewed the disclosures in this Prospectus
relating thereto. Disclosures relating to interests in the fixed account
investment options and the general account, however, may be subject to certain
generally applicable provisions of the Federal securities laws relating to the
accuracy of statements made in a registration statement.

Pursuant to a Guarantee Agreement dated March 31, 1996, Manulife, the
ultimate parent of the Company, unconditionally guarantees to the Company on
behalf of and for the benefit of the Company and owners of fixed annuity
contracts issued by the Company that it will, on demand, make funds available
to the Company for the timely payment of contractual claims under fixed annuity
contracts issued after June 27, 1984. This Guarantee covers the fixed portion
of the contracts described by this Prospectus. This Guarantee may be terminated
by Manulife on notice to the Company. Termination will not affect Manulife's
continuing liability with respect to all fixed annuity contracts issued prior
to the termination of the Guarantee except if: (i) the liability to pay
contractual claims under the contracts is assumed by another insurer or (ii)
the Company is sold and the buyer's guarantee is substituted for the Manulife
guarantee.

Effective June 30, 1995, the Company entered into a Reinsurance
Agreement with Peoples Security Life Insurance Company ("Peoples") pursuant to
which Peoples reinsures certain amounts with respect to the fixed account
portion of the contract described in this Prospectus. Under this Reinsurance
Agreement, the Company remains liable for the contractual obligations of the
contracts' fixed account and Peoples agrees to reimburse the Company for
certain amounts and obligations in connection with the fixed account. Peoples
contractual liability runs solely to the Company, and no contract owner shall
have any right of action against Peoples.

Investment Options. Currently, there are five fixed account
investment options under the contract: one, three, five and seven year
investment accounts and, in states where approved, a DCA fixed investment
account which may be established under the DCA program to make automatic
transfers to one or more variable investment options (see "SPECIAL TRANSFER
SERVICES - DOLLAR COST AVERAGING" for details). The Company may offer
additional fixed account investment options for any yearly period from two to
ten years. Fixed investment accounts provide for the accumulation of interest
on purchase payments at guaranteed rates for the duration of the guarantee
period. The guaranteed interest rates on new amounts allocated or transferred
to a fixed investment account are determined from time-to-time by the Company
in accordance with market conditions. In no event will the guaranteed rate of
interest be less than 3%. Once an interest rate is guaranteed for a fixed
investment account, it is guaranteed for the duration of the guarantee period
and may not be changed by the Company. Notwithstanding the foregoing, with
respect to contracts issued in the State of Oregon, no purchase payments may be
invested, transferred or reinvested into any fixed account investment option
with a guarantee period of more than one year within 15 years of the maturity
date, and no purchase payments may be invested in the one year fixed account
investment option within six years of the maturity date.

Investment Accounts. Contract owners may allocate purchase payments,
or make transfers from the variable investment options, to the fixed account
investment options at any time prior to the maturity date. The Company
establishes a separate investment account each time the contract owner
allocates or transfers amounts to a fixed account investment option. Amounts
may not be allocated to a fixed account investment option that would extend the
guarantee period beyond the maturity date.

Renewals. At the end of a guarantee period, the contract owner may
establish a new investment account with the same guarantee period at the then
current interest rate, select a different fixed account investment option or
transfer the amounts to a variable account investment option, all without the
imposition of any charge. The contract owner may not select a guarantee period
that would extend beyond the maturity date. In the case of renewals within one
year of the maturity date, the only fixed account investment option available
is to have interest accrued up to the maturity date at the then current
interest rate for one year guarantee periods.

If the contract owner does not specify the renewal option desired, the
Company will select the same guarantee period as has just expired, so long as
such period does not extend beyond the maturity date. In the event a renewal
would extend beyond the maturity date, the Company will select the longest
period that will not extend beyond such date, except in the case of a renewal
within one year of the maturity date in which case the Company will credit
interest up to the maturity date at the then current interest rate for one year
guarantee periods.

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<PAGE> 30
Market Value Charge. Any amount withdrawn, transferred or borrowed
from an investment account prior to the end of the guarantee period may be
subject to a market value charge. A market value charge will be calculated
separately for each investment account affected by a transaction to which a
market value charge may apply. The market value charge for an investment
account will be calculated by multiplying the amount withdrawn or transferred
from the investment account by the adjustment factor described below.

The adjustment factor is determined by the following formula:
0.75x(B-A)xC/12 where:

A - The guaranteed interest rate on the investment account.

B - The guaranteed interest rate available, on the date the request is
processed, for amounts allocated to a new investment account with the
same length of guarantee period as the investment account from which
the amounts are being withdrawn.

C - The number of complete months remaining to the end of the
guarantee period.

For purposes of applying this calculation, the maximum difference
between "B" and "A" will be 3%. The adjustment factor may never be less than
zero.

The total market value charge will be the sum of the market value
charges for each investment account being withdrawn. Where the guaranteed rate
available on the date of the request is less than the rate guaranteed on the
investment account from which the amounts are being withdrawn (B-A in the
adjustment factor is negative), there is no market value charge. There is only
a market value charge when interest rates have increased (B-A in the adjustment
factor is positive).

There will be no market value charge on withdrawals from the fixed
account investment options in the following situations: (a) death of the
contract owner; (b) amounts withdrawn to pay fees or charges; (c) amounts
applied at the maturity date to purchase an annuity at the guaranteed rates
provided in the contract; (d) amounts withdrawn from investment accounts within
one month prior to the end of the guarantee period; (e) amounts withdrawn from
a one-year fixed investment account; and (f) amounts withdrawn in any contract
year that do not exceed 10% of total purchase payments less any prior partial
withdrawals in that year.

Notwithstanding application of the foregoing formula, in no event will
the market value charge (i) be greater than the amount by which the earnings
attributable to the amount withdrawn or transferred from an investment account
exceed an annual rate of 3%, (ii) together with any withdrawal charges for an
investment account be greater than 10% of the amount transferred or withdrawn,
or (iii) reduce the amount payable on withdrawal or transfer below the amount
required under the non-forfeiture laws of the state with jurisdiction over the
contract. The cumulative effect of the market value and withdrawal charges
could, however, result in a contract owner receiving total withdrawal proceeds
of less than the contract owner's investment in the contract.

Transfers. Prior to the maturity date, the contract owner may
transfer amounts among the fixed account investment options and from the fixed
account investment options to the variable account investment options, subject
to the following conditions. An amount in a fixed investment account may not
be transferred until held in such account for at least one year, except
transfers may be made pursuant to the Dollar Cost Averaging program.
Consequently, except as noted above, amounts in one year investment accounts
effectively may not be transferred prior to the end of the guarantee period.
Amounts in any other investment accounts may be transferred after the one year
holding period has been satisfied, but the market value charge described above
may apply to such a transfer. The market value charge, if applicable, will be
deducted from the amount transferred.

The contract owner must specify the fixed account investment option
from or to which a transfer is to be made. Where there are multiple investment
accounts within a fixed account investment option, amounts must be withdrawn
from the fixed account investment option on a first-in-first-out basis.

Withdrawals. The contract owner may make total and partial
withdrawals of amounts held in fixed account investment options at any time
prior to his or her death. Withdrawals from fixed account investment options
will be made in the same manner and be subject to the same limitations as set
forth under "WITHDRAWALS" plus the following provisions also apply to
withdrawals from fixed account investment options: (1) the Company reserves
the right to defer payment of amounts withdrawn from fixed account investment
options for up to six months from the date it receives the written withdrawal
request (if a withdrawal is deferred for more than 30 days pursuant to this
right, the Company will pay interest on the amount deferred at a rate not less
than 3% per year); (2) if there are multiple investment accounts under a fixed
account investment option, amounts must be withdrawn from such accounts on a
first-in-first-out basis; and (3) the market value charge described above may
apply to withdrawals from any investment option except for a one year
investment option. In the event a market value charge applies to a withdrawal
from a fixed investment

30
<PAGE> 31
account, it will be calculated with respect to the full amount in the
investment account and deducted from the amount payable in the case of a total
withdrawal. In the case of a partial withdrawal, the market value charge will
be calculated on the amount requested and deducted, if applicable, from the
remaining investment account value.

Where a contract owner requests a partial withdrawal from a contract
in excess of the amounts in the variable account investment options and does
not specify the fixed account investment options from which the withdrawal is
to be made, such withdrawal will be made from the investment options beginning
with the shortest guarantee period. Within such sequence, where there are
multiple investment accounts within a fixed account investment option,
withdrawals will be made on a first-in-first-out basis. For this purpose, the
DCA fixed account investment option is considered to have a shorter guarantee
period than the one year fixed account investment option.

Loans. The Company offers a loan privilege only to owners of
contracts issued in connection with Section 403(b) qualified plans that are not
subject to Title I of ERISA. Owners of such contracts may obtain loans using
the contract as the only security for the loan. Owners of such contracts may
borrow amounts allocated to fixed investment accounts in the same manner and
subject to the same limitations as set forth under "LOANS". The market value
charge described above may apply to amounts transferred from the fixed
investment accounts to the loan account in connection with such loans and, if
applicable, will be deducted from the amount so transferred.

Fixed Annuity Options. Subject to the distribution of death benefits
provisions (see "DEATH BENEFIT BEFORE MATURITY DATE"), on death, withdrawal or
the maturity date of the contract, the proceeds may be applied to a fixed
annuity option (see "ANNUITY OPTIONS"). The amount of each fixed annuity
payment is determined by applying the portion of the proceeds (less any
applicable premium taxes) applied to purchase the fixed annuity to the
appropriate table in the contract. If the table in use by the Company is more
favorable to the contract owner, the Company will substitute that table. The
Company guarantees the dollar amount of fixed annuity payments.

GUARANTEED RETIREMENT INCOME PROGRAM

The Guaranteed Retirement Income Program (the "Income Benefit")
guarantees a minimum lifetime fixed income benefit in the form of fixed monthly
annuity payments. The Income Benefit is based on the aggregate net purchase
payments applied to the contract, accumulated at interest, minus an adjustment
for any partial withdrawals. The amount of the monthly annuity payment
provided by the Income Benefit is determined by applying the Income Base,
described below, to the annuity purchase rates set forth in the Income Benefit
Rider. Because the fixed annuity options provided for in the contract are
based on the contract value at the time of annuitization, the amount of the
monthly payments under such options may exceed the monthly payments provided by
the Income Benefit Rider. If the Income Benefit is exercised and the annuity
payment available under the contract is greater than the monthly payment
provided by the Income Benefit Rider, the Company will pay the monthly annuity
payment available under the contract. The Income Benefit is available for
contracts issued on or after May 1, 1998. The Income Benefit is not available
in all states and is not available for Ven 7, Ven 3 or Ven 1 contracts.

Income Base. The Income Base is equal to (a) less (b), where (a) is
the sum of all payments made, accumulated at the growth factor indicated below
starting on the date each payment is allocated to the contract, and (b) is the
sum of Income Base reductions on a pro rata basis in connection with partial
withdrawals taken, accumulated at the growth factor indicated below starting on
the date each deduction occurs. The growth factor is 6% per annum for
annuitant issue ages up to age 75, and 4% per annum for annuitant issue ages 76
or older. The growth factor is reduced to 0% once the annuitant has attained
age 85. Income Base reduction on a pro rata basis is equal to the Income Base
immediately prior to a partial withdrawal multiplied by the percentage
reduction in contract value resulting from a partial withdrawal.

If the Income Benefit is added to the contract after the contract
date, the Income Base on the date the rider is issued (the "Rider Date") is the
contract value on the Rider Date. For purposes of subsequent calculation of
the Income Base, the contract value on the Rider Date will be treated as a
purchase payment made on the Rider Date. In addition, all purchase payments
made and all amounts deducted in connection with partial withdrawals prior to
the Rider Date will not be considered in determining the Income Base.

The Income Base is also reduced for any withdrawal charge remaining on
the date the Income Benefit is exercised. The Company reserves the right to
reduce the Income Base by any premium taxes that may apply.

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<PAGE> 32
The Income Base is used solely for purposes of calculating the Income
Benefit and does not provide a contract value or guarantee performance of any
investment option.

Step-Up of Income Base. Within 30 days immediately following any
contract anniversary, the owner may elect to step-up the Income Base to the
contract value on that contract anniversary by sending the Company a written
request. If the owner elects to step-up the Income Base, the earliest date
that the owner may exercise the Income Benefit is extended to the seventh
contract anniversary following the most recent date the Income Base was
stepped-up to contract value (the "Step-Up Date").

Following a step-up of the Income Base, the Income Base as of the
Step-Up Date is equal to the contract value on the Step-Up Date. For purposes
of subsequent calculation of the Income Base, the contract value on the Step-Up
Date will be treated as a purchase payment made on that date. In addition, all
payments made and all amounts deducted in connection with partial withdrawals
prior to the Step-Up Date will not be considered in determining the Income
Base.

Conditions of Exercise of the Income Benefit. The Income Benefit may
be exercised subject to the following conditions:

1. The Income Benefit must be exercised within 30 days
immediately following an Election Date. An Election Date is the seventh or
later contract anniversary following the date the income benefit is elected or,
in the case of a step-up of the Income Base, the seventh or later contract
anniversary following the Step-Up Date.

2. The Income Benefit must be exercised by the later of (i) the
contract anniversary immediately prior to the annuitant's 85th birthday or (ii)
the tenth contract anniversary.

Monthly Income Factors. The Income Benefit may be used to purchase a
guaranteed lifetime income under the following annuity options: (1) Life
Annuity with a 10-Year Period Certain or (2) Joint and Survivor Life Annuity
with a 20-Year Period Certain.

Option 1: Life Annuity with a 10-Year Period certain. An annuity
with payments guaranteed for 10 years and continuing thereafter during
the lifetime of the annuitant. Since payments are guaranteed for 10
years, annuity payments will be made to the end of such period if the
annuitant dies prior to the end of the tenth year.

Option 2: Joint and Survivor Life Annuity with a 20-Year Period
Certain. An annuity with payments guaranteed for 20 years and
continuing thereafter during the lifetime of the annuitant and a
designated co-annuitant. Since payments are guaranteed for 20 years,
annuity payments will be made to the end of such period if both the
annuitant and the co-annuitant die prior to the end of the twentieth
year.

The monthly income factors depend upon the annuitant's (and
co-annuitant's, if any) sex and age (nearest birthday) and the annuity option
selected. The factors are based on the 1983 Table A projected at Scale G, and
reflect an assumed interest rate of 3% per year.

Illustrated below are Income Benefit amounts per $100,000 of initial
payments, for a male annuitant and a female co-annuitant both age 60 (at
issue), on contract anniversaries as indicated below, assuming no subsequent
payments or withdrawals and assuming there was no step-up of the Income Base.
The Company will, upon request, provide illustrations of the Income Benefit for
an annuitant based on other assumptions.

<TABLE>
<CAPTION>
INCOME BENEFIT-ANNUAL INCOME
INCOME BENEFIT-ANNUAL INCOME JOINT & SURVIVOR LIFE
CONTRACT ANNIVERSARY LIFE ANNUITY WITH 10 YEAR ANNUITY WITH 20 YEAR PERIOD
AT ELECTION PERIOD CERTAIN CERTAIN
---------------------------------------------------------------------------------------
<S> <C> <C>
7 $ 9,797 $ 7,830
10 $12,593 $ 9,842
15 $19,124 $ 14,293
</TABLE>

Income Rider Fee. The risk assumed by the Company associated with the
Income Benefit is that the annuity benefits payable under the Income Benefit
are greater than the annuity benefits that would have been payable had the
owner selected another annuity benefit permitted by the contract (see "ANNUITY
PROVISIONS"). To compensate the Company for this risk, the Company charges an
annual Income Rider Fee (the "Rider Fee"). On or before Maturity Date, the
Rider Fee is deducted on each contract anniversary. The amount of the Rider
Fee is equal to .25% multiplied by the Income Base in effect on that contract
anniversary. The fee is

32
<PAGE> 33
withdrawn from each investment option in the same proportion that the value of
the investment account of each investment option bears to the contract value.

In the case of full withdrawal of contract value on any date other
than the contract anniversary, the Company will deduct the Rider Fee from the
amount paid upon withdrawal. In the case of a full withdrawal, the Rider Fee
is equal to .25% multiplied by the Income Base immediately prior to withdrawal.
The Rider Fee will not be deducted during the annuity period. For purposes of
determining the Rider Fee, annuity payment commencement shall be treated as a
full withdrawal.

THE INCOME BENEFIT DOES NOT PROVIDE CONTRACT VALUE OR GUARANTEE
PERFORMANCE OF ANY INVESTMENT OPTION. BECAUSE THIS BENEFIT IS BASED ON
CONSERVATIVE ACTUARIAL FACTORS, THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES
MAY OFTEN BE LESS THAN THE LEVEL THAT WOULD BE PROVIDED BY APPLICATION OF
CONTRACT VALUE AT CURRENT ANNUITY FACTORS. THEREFORE, THE INCOME BENEFIT
SHOULD BE REGARDED AS A SAFETY NET. AS DESCRIBED ABOVE UNDER "INCOME BENEFIT,"
WITHDRAWALS WILL REDUCE THE INCOME BENEFIT.

CHARGES AND DEDUCTIONS

Charges and deductions under the contracts are assessed against
purchase payments, contract values or annuity payments. Currently, there are
no deductions made from purchase payments, except for premium taxes in certain
states. In addition, there are deductions from and expenses paid out of the
assets of the Trust portfolios that are described in the accompanying
prospectus of the Trust.

WITHDRAWAL CHARGES

For information on Withdrawal Charges for Ven 7 contracts see Appendix C and
for Ven 3 and Ven 1 contracts see Appendix D.

If a withdrawal is made from the contract before the maturity date, a
withdrawal charge (contingent deferred sales charge) may be assessed against
amounts withdrawn attributable to purchase payments that have been in the
contract less than seven complete contract years. There is never a withdrawal
charge with respect to earnings accumulated in the contract, certain other free
withdrawal amounts described below or purchase payments that have been in the
contract more than seven complete contract years. In no event may the total
withdrawal charges exceed 6% of the amount invested. The amount of the
withdrawal charge and when it is assessed is discussed below:

1. Each withdrawal from the contract is allocated first to the "free
withdrawal amount" and second to "unliquidated purchase payments". In any
contract year, the free withdrawal amount for that year is the greater of (1)
the excess of the contract value on the date of withdrawal over the
unliquidated purchase payments (the accumulated earnings on the contract) or
(2) the excess of (i) over (ii), where (i) is 10% of total purchase payments
and (ii) is all prior partial withdrawals in that contract year. Withdrawals
allocated to the free withdrawal amount may be withdrawn without the imposition
of a withdrawal charge. The free withdrawal amount will be applied to a
requested withdrawal, first, to withdrawals from variable account investment
options and then to withdrawals from fixed account investment options beginning
with those with the shortest guarantee period first and the longest guarantee
period last.

2. If a withdrawal is made for an amount in excess of the free
withdrawal amount, the excess will be allocated to purchase payments which will
be liquidated on a first-in first-out basis. On any withdrawal request, the
Company will liquidate purchase payments equal to the amount of the withdrawal
request which exceeds the free withdrawal amount in the order such purchase
payments were made: the oldest unliquidated purchase payment first, the next
purchase payment second, etc. until all purchase payments have been liquidated.

3. Each purchase payment or portion thereof liquidated in connection
with a withdrawal request is subject to a withdrawal charge based on the length
of time the purchase payment has been in the contract. The amount of the
withdrawal charge is calculated by multiplying the amount of the purchase
payment being liquidated by the applicable withdrawal charge percentage
obtained from the table below.

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS
PURCHASE PAYMENT IN WITHDRAWAL CHARGE
CONTRACT PERCENTAGE
------------------------------------------------------
<S> <C>
0 6%
1 6%
2 5%
3 5%
</TABLE>

33
<PAGE> 34

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS
PURCHASE PAYMENT IN WITHDRAWAL CHARGE
CONTRACT PERCENTAGE
------------------------------------------------------
<S> <C>
4 4%
5 3%
6 2%
7+ 0%
</TABLE>

The total withdrawal charge will be the sum of the withdrawal charges
for the purchase payments being liquidated.

4. The withdrawal charge is deducted from the contract value
remaining after the contract owner is paid the amount requested, except in the
case of a complete withdrawal when it is deducted from the amount otherwise
payable. In the case of a partial withdrawal, the amount requested from an
investment account may not exceed the value of that investment account less any
applicable withdrawal charge.

5. There is generally no withdrawal charge on distributions made as a
result of the death of the contract owner or, if applicable, the annuitant,
(see "DEATH BENEFIT BEFORE MATURITY DATE - Amount of Death Benefit"), and no
withdrawal charges are imposed on the maturity date if the contract owner
annuitizes as provided in the contract.

The amount collected from the withdrawal charge will be used to
reimburse the Company for the compensation paid to cover selling concessions to
broker-dealers, preparation of sales literature and other expenses related to
sales activity.

For examples of calculation of the withdrawal charge, see Appendix A.
Withdrawals from the fixed account investment options may be subject to a
market value charge in addition to the withdrawal charge described above (see
"FIXED ACCOUNT INVESTMENT OPTIONS").

REDUCTION OR ELIMINATION OF WITHDRAWAL CHARGE

The amount of the withdrawal charge on a contract may be reduced or
eliminated when sales of the contracts are made to individuals or to a group of
individuals in such a manner that results in savings of sales expenses. The
entitlement to such a reduction in the withdrawal charge will be determined by
the Company in the following manner:

1. The size and type of group to which sales are to be made will be
considered. Generally, sales expenses for a larger group are smaller than for
a smaller group because of the ability to implement large numbers of contracts
with fewer sales contacts.

2. The total amount of purchase payments to be received will be
considered. Per dollar sales expenses are likely to be less on larger purchase
payments than on smaller ones.

3. Any prior or existing relationship with the Company will be
considered. Per contract sales expenses are likely to be less when there is a
prior or existing relationship because of the likelihood of implementing the
contract with fewer sales contacts.

4. The level of commissions paid to selling broker-dealers will be
considered. Certain broker-dealers may offer the contract in connection with
financial planning programs offered on a fee for service basis. In view of the
financial planning fees, such broker-dealers may elect to receive lower
commissions for sales of the contracts, thereby reducing the Company's sales
expenses.

5. There may be other circumstances of which the Company is not
presently aware, which could result in reduced sales expenses.

If, after consideration of the foregoing factors, it is determined
that there will be a reduction in sales expenses, the Company will provide a
reduction in the withdrawal charge. The withdrawal charge will be eliminated
when a contract is issued to an officer, director or employee (or a relative
thereof) of the Company, Manulife, the Trust or any of their affiliates. In no
event will reduction or elimination of the withdrawal charge be permitted where
such reduction or elimination will be unfairly discriminatory to any person.

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<PAGE> 35
Withdrawal Charge Waiver in Connection with Clinton's Administration's
Fiscal Year 1999 Budget Proposal

The Clinton administration's Fiscal Year 1999 Budget proposal dated
February 2, 1998 (the "1999 Budget Proposal") contains proposals to change the
taxation of non-qualified annuity contracts (see "FEDERAL TAX MATTERS -
Introduction"). While it is uncertain whether the 1999 Budget Proposal will
become law, if the 1999 Budget Proposal is enacted substantially as proposed,
withdrawal charges will be waived on purchase payments made on or after
February 2, 1998, provided such amounts are withdrawn within 60 days of the
date that the 1999 Budget Proposal becomes law. The Company reserves the right
to terminate this withdrawal charge waiver at any time. If the waiver is
terminated, purchase payments made from February 2, 1998 to the termination
date of the waiver will not be subject to withdrawal charge as provided above.
This waiver does not affect a contract owner's right to cancel a contract
within the ten day right to review period (see "OTHER CONTRACT PROVISIONS - Ten
Day Right to Review"). Withdrawals may be subject to income tax to the extent
of earnings under the contract and, if made prior to age 59 1/2, generally will
be subject to a 10% IRS penalty tax (see "FEDERAL TAX MATTERS - Taxation of
Partial and Full Withdrawals"). The waiver of the withdrawal charge does not
apply to Ven 3 and Ven 1 contracts.

ADMINISTRATION FEES

For information on the Administration Fee applicable to Ven 7 contracts see
Appendix C and to Ven 3 and Ven 1 contracts see Appendix D.

Except as noted below, the Company will deduct each year an annual
administration fee of $30 as partial compensation for the cost of providing all
administrative services attributable to the contracts and the operations of the
Variable Account and the Company in connection with the contracts. However, if
prior to the maturity date the contract value is equal to or greater than
$100,000 at the time of the fee's assessment, the fee will be waived. Prior to
the maturity date, this administration fee is deducted on the last day of each
contract year. It is withdrawn from each investment option in the same
proportion that the value of such investment option bears to the contract
value. If the entire contract is withdrawn on other than the last day of any
contract year, the $30 administration fee will be deducted from the amount
paid. During the annuity period, the fee is deducted on a pro-rata basis from
each annuity payment.

A daily charge in an amount equal to 0.15% of the value of each
variable investment account on an annual basis is also deducted from each
sub-account to reimburse the Company for administrative expenses. This asset
based administrative charge will not be deducted from the fixed account
investment options. The charge will be reflected in the contract value as a
proportionate reduction in the value of each variable investment account.
Because this portion of the administrative fee is a percentage of assets rather
than a flat amount, larger contracts will in effect pay a higher proportion of
this portion of the administrative expense than smaller contracts.

The Company does not expect to recover from such fees any amount in
excess of its accumulated administrative expenses. Even though administrative
expenses may increase, the Company guarantees that it will not increase the
amount of the administration fees.

REDUCTION OR ELIMINATION OF ANNUAL ADMINISTRATION FEE

The amount of the annual administration fee on a contract may be
reduced or eliminated when sales of the contracts are made to individuals or to
a group of individuals in such a manner that results in savings of
administration expenses. The entitlement to such a reduction or elimination of
the administration charges will be determined by the Company in the following
manner:

1. The size and type of group to which administrative services are to
be provided will be considered.

2. The total amount of purchase payments to be received will be
considered.

3. There may be other circumstances of which the Company is not
presently aware, which could result in reduced administrative expense.

If, after consideration of the foregoing factors, it is determined
that there will be a reduction or elimination of administration expenses, the
Company will provide a reduction in the annual administration fee. In no event
will reduction or elimination of the administration fees be permitted where
such reduction or elimination will be unfairly discriminatory to any person.
The Company may waive all or a portion of the administration fee when a
contract is issued to an officer, director or employee, or relative thereof, of
the Company, Manulife, the Trust or any of their affiliates.

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<PAGE> 36
MORTALITY AND EXPENSE RISK CHARGE

For information on Mortality and Expense Risk Charges for Ven 1 contracts see
Appendix D.

The mortality risk assumed by the Company is the risk that annuitants
may live for a longer period of time than estimated. The Company assumes this
mortality risk by virtue of annuity rates incorporated into the contract which
cannot be changed. This assures each annuitant that his longevity will not
have an adverse effect on the amount of annuity payments. Also, the Company
guarantees that if the contract owner dies before the maturity date, it will
pay a death benefit (see "DEATH BENEFIT BEFORE MATURITY DATE"). The expense
risk assumed by the Company is the risk that the administration charges or
withdrawal charge may be insufficient to cover actual expenses.

To compensate it for assuming these risks, the Company deducts from
each of the sub-accounts a daily charge in an amount equal to 1.25% of the
value of the variable investment accounts on an annual basis, consisting of .8%
for the mortality risk and .45% for the expense risk. The charge will be
reflected in the contract value as a proportionate reduction in the value of
each variable investment account. The rate of the mortality and expense risk
charge cannot be increased. If the charge is insufficient to cover the actual
cost of the mortality and expense risks undertaken, the Company will bear the
loss. Conversely, if the charge proves more than sufficient, the excess will
be profit to the Company and will be available for any proper corporate purpose
including, among other things, payment of distribution expenses. The mortality
and expense risk charge is not assessed against the fixed account investment
options.

TAXES

The Company reserves the right to charge, or provide for, certain
taxes against purchase payments, contract values or annuity payments. Such
taxes may include premium taxes or other taxes levied by any government entity
which the Company determines to have resulted from the (i) establishment or
maintenance of the Variable Account, (ii) receipt by the Company of purchase
payments, (iii) issuance of the contacts, or (iv) commencement or continuance
of annuity payments under the contracts. In addition, the Company will
withhold taxes to the extent required by applicable law.

Except for residents of those states which apply premium taxes upon
receipt of purchase payments, premium taxes will be deducted from the contract
value used to provide for fixed or variable annuity payments. For residents of
those states which apply premium taxes upon receipt of purchase payments,
premium taxes will be deducted upon payment of any withdrawal benefits, upon
any annuitization, or payment of death benefits. The amount deducted will
depend on the premium tax assessed in the applicable state. State premium
taxes currently range from 0% to 3.5% depending on the jurisdiction and the tax
status of the contract and are subject to change by the legislature or other
authority (see "APPENDIX B: STATE PREMIUM TAXES").

FEDERAL TAX MATTERS

INTRODUCTION

The following discussion of the Federal income tax treatment of the
contract is not exhaustive, does not purport to cover all situations, and is
not intended as tax advice. A qualified tax advisor should always be consulted
with regard to the application of law to individual circumstances. This
discussion is based on the Code, Treasury Department regulations, and
interpretations existing on the date of this Prospectus. These authorities,
however, are subject to change by Congress, the Treasury Department, and
judicial decisions.

The 1999 Budget Proposal contains proposals to change the taxation of
non-qualified annuity contracts. The 1999 Budget Proposal proposes to tax
exchanges of variable contracts for fixed contracts, exchanges of fixed
contracts for variable contracts, exchanges of variable contracts for variable
contracts and reallocation within variable contracts. Currently, owners of
annuity contracts may exchange their contracts for another annuity without
currently incurring tax, and reallocations among investment options are not
treated as a taxable exchange. In addition, the 1999 Budget Proposal proposes
that the contract owner's basis in annuity contracts be reduced annually by
1.25% of the cash value for purposes of determining the taxable gain on
surrenders, withdrawals, and all annuity payments except those made for life at
the rates guaranteed in the contract. Currently, basis in annuity contracts is
not reduced by this amount. The 1999 Budget Proposal states that it generally
would apply only to contracts issued after the date of first congressional
committee action, but that the new exchange and reallocation rules would also
apply to any existing contract that was materially changed. While it is
uncertain whether the 1999 Budget Proposal will become law, if the 1999 Budget
Proposal is enacted substantially as proposed, withdrawal charges will be
waived (see "CHARGES AND DEDUCTIONS - Reduction or Elimination of Withdrawal
Charge"). The waiver of the withdrawal charge does not apply to Ven 3 and
Ven 1 contracts.

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This discussion does not address state or local tax consequences
associated with the purchase of a contract. In addition, THE COMPANY MAKES NO
GUARANTEE REGARDING ANY TAX TREATMENT -- FEDERAL, STATE, OR LOCAL -- OF ANY
CONTRACT OR OF ANY TRANSACTION INVOLVING A CONTRACT.

THE COMPANY'S TAX STATUS

The Company is taxed as a life insurance company under the Code.
Since the operations of the Variable Account are a part of, and are taxed with,
the operations of the Company, the Variable Account is not separately taxed as
a "regulated investment company" under the Code. Under existing Federal income
tax laws, investment income and capital gains of the Variable Account are not
taxed to the extent they are applied under a contract. The Company does not
anticipate that it will incur any Federal income tax liability attributable to
such income and gains of the Variable Account, and therefore the Company does
not intend to make provisions for any such taxes. If the Company is taxed on
investment income or capital gains of the Variable Account, then the Company
may impose a charge against the Variable Account in order to make provisions
for such taxes.

TAXATION OF ANNUITIES IN GENERAL

TAX DEFERRAL DURING ACCUMULATION PERIOD

Under existing provisions of the Code, except as described below, any
increase in the contract value is generally not taxable to the contract owner
or annuitant until received, either in the form of annuity payments, as
contemplated by the contract, or in some other form of distribution. However,
certain requirements must be satisfied in order for this general rule to apply,
including: (1) the contract must be owned by an individual (or treated as owned
by an individual), (2) the investments of the Variable Account must be
"adequately diversified" in accordance with Treasury Department regulations,
(3) the Company, rather than the owner, must be considered the owner of the
assets of the Variable Account for Federal tax purposes, and (4) the contract
must provide for appropriate amortization, through annuity payments, of the
contract's purchase payments and earnings, e.g., the maturity date must not
occur at too advanced an age.

Non-Natural Owners. As a general rule, deferred annuity contracts
held by "non-natural persons" such as a corporation, trust or other similar
entity, as opposed to a natural person, are not treated as annuity contracts
for Federal income tax purposes. The investment income on such contracts is
taxed as ordinary income that is received or accrued by the owner of the
contract during the taxable year. There are several exceptions to this general
rule for non-natural contract owners. First, contracts will generally be
treated as held by a natural person if the nominal owner is a trust or other
entity which holds the contract as an agent for a natural person. However,
this special exception will not apply in the case of any employer who is the
nominal owner of an annuity contract under a non- qualified deferred
compensation arrangement for its employees.

In addition, exceptions to the general rule for non-natural contract
owners will apply with respect to (1) contracts acquired by an estate of a
decedent by reason of the death of the decedent, (2) certain qualified
contracts, (3) certain contracts purchased by employers upon the termination of
certain qualified plans, (4) certain contracts used in connection with
structured settlement agreements, and (5) contracts purchased with a single
premium when the annuity starting date (as defined in the tax law) is no later
than a year from purchase of the annuity and substantially equal periodic
payments are made, not less frequently than annually, during the annuity
period.

Loss of Interest Deduction Where Contracts are Held by or for the
Benefit of Certain Non-Natural Persons. In the case of contracts issued after
June 8, 1997 to a non-natural taxpayer (such as a corporation or a trust), or
held for the benefit of such an entity, recent changes in the tax law may
result in otherwise deductible interest no longer being deductible by the
entity, regardless of whether the interest relates to debt used to purchase or
carry the contract. However, this interest deduction disallowance does not
affect contracts where the income on such contracts is treated as ordinary
income that is received or accrued by the owner during the taxable year.
Entities that are considering purchasing the contract, or entities that will be
beneficiaries under a contract, should consult a tax advisor.

Diversification Requirements. For a contract to be treated as an
annuity for Federal income tax purposes, the investments of the Variable
Account must be "adequately diversified" in accordance with Treasury Department
Regulations. The Secretary of the Treasury has issued regulations which
prescribe standards for determining whether the investments of the Variable
Account are "adequately diversified." If the Variable Account failed to comply
with these diversification standards, a contract would not be treated as an
annuity contract for Federal income tax purposes and the contract owner would
generally be taxable currently on the excess of the contract value over the
premiums paid for the contract.

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Although the Company does not control the investments of the Trust, it
expects that the Trust will comply with such regulations so that the Variable
Account will be considered "adequately diversified."

Ownership Treatment. In certain circumstances, a variable annuity
contract owner may be considered the owner, for Federal income tax purposes, of
the assets of the separate account used to support his or her contract. In
those circumstances, income and gains from such separate account assets would
be includible in the contract owner's gross income. The IRS has stated in
published rulings that a variable contract owner will be considered the owner
of separate account assets if the owner possesses incidents of ownership in
those assets, such as the ability to exercise investment control over the
assets. In addition, the Treasury Department announced, in connection with the
issuance of regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor, rather than the insurance company, to be treated as the owner of the
assets in the account." This announcement also stated that guidance would be
issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular sub-accounts [of a separate account]
without being treated as owners of the underlying assets." As of the date of
this Prospectus, no such guidance has been issued.

The ownership rights under this contract are similar to, but different
in certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets.
For example, the owner of this contract has the choice of many more investment
options to which to allocate premiums and contract values, and may be able to
transfer among investment options more frequently than in such rulings. These
differences could result in the contract owner being treated as the owner of
the assets of the Variable Account and thus subject to current taxation on the
income and gains from those assets. In addition, the Company does not know
what standards will be set forth in the regulations or rulings which the
Treasury Department has stated it expects to issue. The Company therefore
reserves the right to modify the contract as necessary to attempt to prevent
the contract owner from being considered the owner of the assets of the
Variable Account.

Delayed Maturity Dates. If the contract's maturity date occurs (or is
scheduled to occur) at a time when the annuitant has reached an advanced age,
e.g., past age 85, it is possible that the contract would not be treated as an
annuity for Federal income tax purposes. In that event, the income and gains
under the contract could be currently includible in the owner's income.

The remainder of this discussion assumes that the contract will be
treated as an annuity contract for Federal income tax purposes and that the
Company will be treated as the owner of the Variable Account assets.

TAXATION OF PARTIAL AND FULL WITHDRAWALS

In the case of a partial withdrawal, amounts received are includible
in income to the extent the contract value before the withdrawal exceeds the
"investment in the contract." In the case of a full withdrawal, amounts
received are includible in income to the extent they exceed the "investment in
the contract." For these purposes the investment in the contract at any time
equals the total of the purchase payments made under the contract to that time
(to the extent such payments were neither deductible when made nor excludible
from income as, for example, in the case of certain employer contributions to
qualified plans) less any amounts previously received from the contract which
were not included in income.

Other than in the case of certain qualified contracts, any amount
received as a loan under a contract, and any assignment or pledge (or agreement
to assign or pledge) any portion of the contract value, is treated as a
withdrawal of such amount or portion. (Loans, assignments and pledges are
permitted only in limited circumstances under qualified contracts.) The
investment in the contract is increased by the amount includible in income with
respect to such assignment or pledge, though it is not affected by any other
aspect of the assignment or pledge (including its release). If an individual
transfers his or her interest in an annuity contract without adequate
consideration to a person other than the owner's spouse (or to a former spouse
incident to divorce), the owner will be taxed on the difference between the
"contract value" and the "investment in the contract" at the time of transfer.
In such case, the transferee's investment in the contract will be increased to
reflect the increase in the transferor's income.

The contract provides a death benefit that in certain circumstances
may exceed the greater of the purchase payments and the contract value. As
described elsewhere in this Prospectus, the Company imposes certain charges
with respect to the death benefit. It is possible that those charges (or some
portion thereof) could be treated for Federal income tax purposes as a partial
withdrawal from the contract.

There may be special income tax issues present in situations where the
owner and the annuitant are not the same person and are not married to one
another. A tax advisor should be consulted in those situations.

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TAXATION OF ANNUITY PAYMENTS

Normally, the portion of each annuity payment taxable as ordinary
income is equal to the excess of the payment over the exclusion amount. In the
case of variable annuity payments, the exclusion amount is the "investment in
the contract" (defined above) allocated to the variable annuity option,
adjusted for any period certain or refund feature, when payments begin to be
made divided by the number of payments expected to be made (determined by
Treasury Department regulations which take into account the annuitant's life
expectancy and the form of annuity benefit selected). In the case of fixed
annuity payments, the exclusion amount is the amount determined by multiplying
(1) the payment by (2) the ratio of the investment in the contract allocated to
the fixed annuity option, adjusted for any period certain or refund feature, to
the total expected value of annuity payments for the term of the contract
(determined under Treasury Department regulations). A simplified method of
determining the taxable portion of annuity payments applies to contracts issued
in connection with certain qualified plans other than IRAs.

Once the total amount of the investment in the contract is excluded
using these ratios, annuity payments will be fully taxable. If annuity
payments cease because of the death of the annuitant and before the total
amount of the investment in the contract is recovered, the unrecovered amount
generally will be allowed as a deduction to the annuitant in his or her last
taxable year.

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a contract because of the death of an
owner or the annuitant. Prior to the maturity date, such death benefit
proceeds are includible in income as follows: (1) if distributed in a lump sum,
they are taxed in the same manner as a full withdrawal, as described above, or
(2) if distributed under an annuity option, they are taxed in the same manner
as annuity payments, as described above. After the maturity date, where a
guaranteed period exists under an annuity option and the annuitant dies before
the end of that period, payments made to the beneficiary for the remainder of
that period are includible in income as follows: (1) if received in a lump sum,
they are includible in income to the extent that they exceed the unrecovered
investment in the contract at that time, or (2) if distributed in accordance
with the existing annuity option selected, they are fully excludable from
income until the remaining investment in the contract is deemed to be
recovered, and all annuity payments thereafter are fully includible in income.

PENALTY TAX ON PREMATURE DISTRIBUTIONS

There is a 10% penalty tax on the taxable amount of any payment from a
non-qualified contract unless the payment is: (a) received on or after the
contract owner reaches age 59 1/2; (b) attributable to the contract owner's
becoming disabled (as defined in the tax law); (c) made to a beneficiary on or
after the death of the contract owner or, if the contract owner is not an
individual, on or after the death of the primary annuitant (as defined in the
tax law); (d) made as a series of substantially equal periodic payments (not
less frequently than annually) for the life (or life expectancy) of the
annuitant or for the joint lives (or joint life expectancies) of the annuitant
and designated beneficiary (as defined in the tax law); (e) made under an
annuity contract purchased with a single premium when the annuity starting date
(as defined in the tax law) is no later than a year from purchase of the
annuity and substantially equal periodic payments are made, not less frequently
than annually, during the annuity period; or (f) made with respect to certain
annuities issued in connection with structured settlement agreements. (A
similar penalty tax, applicable to distributions from certain qualified
contracts, is discussed below.)

AGGREGATION OF CONTRACTS

In certain circumstances, the amount of an annuity payment or a
withdrawal from a contract that is includible in income may be determined by
combining some or all of the non-qualified contracts owned by an individual.
For example, if a person purchases a contract offered by this Prospectus and
also purchases at approximately the same time an immediate annuity, the IRS may
treat the two contracts as one contract. In addition, if a person purchases
two or more deferred annuity contracts from the same insurance company (or its
affiliates) during any calendar year, all such contracts will be treated as one
contract. The effects of such aggregation are not clear; however, it could
affect the amount of a withdrawal or an annuity payment that is taxable and the
amount which might be subject to the penalty tax described above.

QUALIFIED RETIREMENT PLANS

The contracts are also designed for use in connection with certain
types of retirement plans which receive favorable treatment under the Code.
Numerous special tax rules apply to the participants in such qualified plans
and to the contracts used in connection with such qualified plans. Therefore,
no attempt is made in this Prospectus to provide more than general information
about use of the contract with the various types of qualified plans.

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The tax rules applicable to qualified plans vary according to the type
of plan and the terms and conditions of the plan itself. For example, for both
withdrawals and annuity payments under certain qualified contracts, there may
be no "investment in the contract" and the total amount received may be
taxable. Also, loans from qualified contracts, where allowed, are subject to a
variety of limitations, including restrictions as to the amount that may be
borrowed, the duration of the loan, and the manner in which the loan must be
repaid. (Owners should always consult their tax advisors and retirement plan
fiduciaries prior to exercising their loan privileges.) Both the amount of the
contribution that may be made, and the tax deduction or exclusion that the
owner may claim for such contribution, are limited under qualified plans. If
this contract is used in connection with a qualified plan, the owner and
annuitant must be the same individual. If a co-annuitant is named, all
distributions made while the annuitant is alive must be made to the annuitant.
Also, if a co-annuitant is named who is not the annuitant's spouse, the annuity
options which are available may be limited, depending on the difference in ages
between the annuitant and co-annuitant. Furthermore, the length of any
guarantee period may be limited in some circumstances to satisfy certain
minimum distribution requirements under the Code.

In addition, special rules apply to the time at which distributions
must commence and the form in which the distributions must be paid. For
example, failure to comply with minimum distribution requirements applicable to
qualified plans will result in the imposition of an excise tax. This excise
tax generally equals 50% of the amount by which a minimum required distribution
exceeds the actual distribution from the qualified plan. In the case of IRAs,
distributions of minimum amounts (as specified in the tax law) must generally
commence by April 1 of the calendar year following the calendar year in which
the owner attains age 70 1/2. In the case of certain other qualified plans,
distributions of such minimum amounts must generally commence by the later of
this date or April 1 of the calendar year following the calendar year in which
the employee retires.

There is also a 10% penalty tax on the taxable amount of any payment
from certain qualified contracts (but not Section 457 plans). (The amount of
the penalty tax is 25% of the taxable amount of any payment received from a
"SIMPLE retirement account" during the 2-year period beginning on the date the
individual first participated in any qualified salary reduction arrangement (as
defined in the tax law) maintained by the individual's employer.) There are
exceptions to this penalty tax which vary depending on the type of qualified
plan. In the case of an "Individual Retirement Annuity" or an "IRA", including
a "SIMPLE IRA," exceptions provide that the penalty tax does not apply to a
payment (a) received on or after the contract owner reaches age 59 1/2, (b)
received on or after the owner's death or because of the owner's disability (as
defined in the tax law), or (c) made as a series of substantially equal
periodic payments (not less frequently than annually) for the life (or life
expectancy) of the owner or for the joint lives (or joint life expectancies) of
the owner and designated beneficiary (as defined in the tax law). These
exceptions, as well as certain others not described herein, generally apply to
taxable distributions from other qualified plans (although, in the case of
plans qualified under Sections 401 and 403, exception "c" above for
substantially equal periodic payments applies only if the owner has separated
from service). In addition, the penalty tax does not apply to certain
distributions from IRAs taken after December 31, 1997 which are used for
qualified first time home purchases or for higher education expenses. Special
conditions must be met to qualify for these two exceptions to the penalty tax.
Owners wishing to take a distribution from an IRA for these purposes should
consult their tax advisor.

When issued in connection with a qualified plan, a contract will be
amended as generally necessary to conform to the requirements of the plan.
However, contract owners, annuitants, and beneficiaries are cautioned that the
rights of any person to any benefits under qualified plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms and
conditions of the contract. In addition, the Company shall not be bound by
terms and conditions of qualified plans to the extent such terms and conditions
contradict the contract, unless the Company consents.

QUALIFIED PLAN TYPES

Following are brief descriptions of various types of qualified plans
in connection with which the Company may issue a contract.

Individual Retirement Annuities. Section 408 of the Code permits
eligible individuals to contribute to an individual retirement program known as
an "IRA." IRAs are subject to limits on the amounts that may be contributed,
the persons who may be eligible and on the time when distributions may
commence. Also, distributions from certain other types of qualified retirement
plans may be "rolled over" on a tax-deferred basis into an IRA. The contract
may not, however, be used in connection with an "Education IRA" under Section
530 of the Code.

IRAs generally may not provide life insurance coverage, but they may
provide a death benefit that equals the greater of the premiums paid and the
contract value. The contract provides a death benefit that in certain
circumstances may exceed the greater of the purchase payments and the contract
value. It is possible that the contract's death benefit could be viewed as
providing life insurance coverage with the result that the contract would not
be viewed as satisfying the requirements of an IRA.

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Simplified Employee Pensions (SEP-IRAs). Section 408(k) of the Code
allows employers to establish simplified employee pension plans for their
employees, using the employees' IRAs for such purposes, if certain criteria are
met. Under these plans the employer may, within specified limits, make
deductible contributions on behalf of the employees to IRAs. As discussed
above (see "Individual Retirement Annuities"), there is some uncertainty
regarding the treatment of the contract's death benefit for purposes of the tax
rules governing IRAs (which would include SEP-IRAs). Employers intending to
use the contract in connection with such plans should seek competent advice.

SIMPLE IRAs. Section 408(p) of the Code permits certain small
employers to establish "SIMPLE retirement accounts," including SIMPLE IRAs, for
their employees. Under SIMPLE IRAs, certain deductible contributions are made
by both employees and employers. SIMPLE IRAs are subject to various
requirements, including limits on the amounts that may be contributed, the
persons who may be eligible, and the time when distributions may commence. As
discussed above (see "Individual Retirement Annuities"), there is some
uncertainty regarding the proper characterization of the contract's death
benefit for purposes of the tax rules governing IRAs (which would include
SIMPLE IRAs). Employers intending to use the contract in connection with such
plans should seek competent advice.

Corporate and Self-Employed ("H.R. 10" and "Keogh") Pension and
Profit-Sharing Plans. Sections 401(a) and 403(a) of the Code permit corporate
employers to establish various types of tax-favored retirement plans for
employees. The Self-Employed Individuals' Tax Retirement Act of 1962, as
amended, commonly referred to as "H.R. 10" or "Keogh", permits self-employed
individuals also to establish such tax-favored retirement plans for themselves
and their employees. Such retirement plans may permit the purchase of the
contracts in order to provide benefits under the plans. The contract provides
a death benefit that in certain circumstances may exceed the greater of the
purchase payments and the contract value. It is possible that such death
benefit could be characterized as an incidental death benefit. There are
limitations on the amount of incidental benefits that may be provided under
pension and profit sharing plans. In addition, the provision of such benefits
may result in current taxable income to participants. Employers intending to
use the contract in connection with such plans should seek competent advice.

Tax-Sheltered Annuities. Section 403(b) of the Code permits public
school employees and employees of certain types of charitable, educational and
scientific organizations specified in Section 501(c)(3) of the Code to have
their employers purchase annuity contracts for them and, subject to certain
limitations, to exclude the amount of purchase payments from gross income for
tax purposes. These annuity contracts are commonly referred to as
"tax-sheltered annuities". Purchasers of the contracts for such purposes
should seek competent advice as to eligibility, limitations on permissible
amounts of purchase payments and other tax consequences associated with the
contracts. In particular, purchasers should consider that the contract
provides a death benefit that in certain circumstances may exceed the greater
of the purchase payments and the contract value. It is possible that such
death benefit could be characterized as an incidental death benefit. If the
death benefit were so characterized, this could result in currently taxable
income to purchasers. In addition, there are limitations on the amount of
incidental benefits that may be provided under a tax-sheltered annuity. Even
if the death benefit under the contract were characterized as an incidental
death benefit, it is unlikely to violate those limits unless the purchaser also
purchases a life insurance contract as part of his or her tax-sheltered annuity
plan.

Tax-sheltered annuity contracts must contain restrictions on
withdrawals of (i) contributions made pursuant to a salary reduction agreement
in years beginning after December 31, 1988, (ii) earnings on those
contributions, and (iii) earnings after 1988 on amounts attributable to salary
reduction contributions (and earnings on those contributions) held as of the
last day of the year beginning before January 1, 1989. These amounts can be
paid only if the employee has reached age 59 1/2, separated from service, died,
or become disabled (within the meaning of the tax law), or in the case of
hardship (within the meaning of the tax law). Amounts permitted to be
distributed in the event of hardship are limited to actual contributions;
earnings thereon cannot be distributed on account of hardship. Amounts subject
to the withdrawal restrictions applicable to Section 403(b)(7) custodial
accounts may be subject to more stringent restrictions. (These limitations on
withdrawals do not apply to the extent the Company is directed to transfer some
or all of the contract value to the issuer of another tax-sheltered annuity or
into a Section 403(b)(7) custodial account.)

Deferred Compensation Plans of State and Local Governments and
Tax-Exempt Organizations. Section 457 of the Code permits employees of state
and local governments and tax-exempt organizations to defer a portion of their
compensation without paying current taxes. The employees must be participants
in an eligible deferred compensation plan. Generally, a contract purchased by
a state or local government or a tax-exempt organization will not be treated as
an annuity contract for Federal income tax purposes. Those who intend to use
the contracts in connection with such plans should seek competent advice.

Roth IRAs. Recently enacted Section 408A of the Code permits eligible
individuals to contribute to a type of IRA known as a "Roth IRA." Roth IRAs
differ from other IRAs in several respects. Among the differences is that,
although contributions to a Roth IRA are not deductible, "qualified
distributions" from a Roth IRA will be excludable from income. Additionally,
the eligibility and mandatory distribution requirements for Roth IRAs differ
from non-Roth IRAs. Furthermore, a rollover may be made to a Roth IRA only if
it is a "qualified rollover contribution." A "qualified rollover contribution"
is a rollover contribution to a Roth IRA from

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another Roth IRA or from a non-Roth IRA, but only if such rollover contribution
meets the rollover requirements for IRAs under Section 408(d)(3) of the Code.
In the case of a qualified rollover contribution or a transfer from a non-Roth
IRA to a Roth IRA, any portion of the amount rolled over which would be
includible in gross income were it not part of a qualified rollover
contribution or a nontaxable transfer will be includible in gross income.
However, the 10 percent penalty tax on premature distributions generally will
not apply.

All or part of amounts in a non-Roth IRA may be converted into a Roth
IRA. Such a conversion can be made without taking an actual distribution from
the IRA. For example, an individual may make a conversion by notifying the IRA
issuer or trustee, whichever is applicable. The conversion of an IRA to a Roth
IRA is a special type of qualified rollover distribution. Hence, the IRA
participant must be eligible to make a qualified rollover distribution in order
to convert an IRA to a Roth IRA. A conversion typically will result in the
inclusion of some or all of the IRA value in gross income, as described above.
Persons with adjusted gross incomes in excess of $100,000 or who are married
and file a separate return are not eligible to make a qualified rollover
contribution or a transfer in a taxable year from a non- Roth IRA to a Roth
IRA.

Any "qualified distribution" from a Roth IRA is excludible from gross
income. A "qualified distribution" is a payment or distribution which
satisfies two requirements. First, the payment or distribution must be (a)
made after the owner attains age 59 1/2, (b) made after the owner's death, (c)
attributable to the owner being disabled, or (d) a qualified first-time
homebuyer distribution within the meaning of Section 72(t)(2)(F) of the Code.
Second, the payment or distribution must be made in a taxable year that is at
least five years after (a) the first taxable year for which a contribution was
made to any Roth IRA established for the owner, or (b) in the case of a payment
or distribution properly allocable to a qualified rollover contribution from a
non-Roth IRA (or income allocable thereto), the taxable year in which the
rollover contribution was made. A distribution from a Roth IRA which is not a
qualified distribution is generally taxed in the same manner as a distribution
from non-Roth IRAs. Distributions from a Roth IRA need not commence at age 70
1/2.

As described above (see "Individual Retirement Annuities"), there is
some uncertainty regarding the proper characterization of the contract's death
benefit for purposes of the tax rules governing IRAs (which include Roth IRAs).
Persons intending to use the contract in connection with a Roth IRA should seek
competent advice.

The state income tax treatment of a Roth IRA may differ from the
Federal income tax treatment of a Roth IRA. A tax advisor should be consulted
regarding the state law treatment of a Roth IRA.

DIRECT ROLLOVERS

If the contract is used in connection with a retirement plan that is
qualified under Sections 401(a), 403(a), or 403(b) of the Code, any "eligible
rollover distribution" from the contract will be subject to "direct rollover"
and mandatory withholding requirements. An eligible rollover distribution
generally is any taxable distribution from such qualified plans, excluding
certain amounts such as (i) minimum distributions required under Section
401(a)(9) of the Code, and (ii) certain distributions for life, life
expectancy, or for 10 years or more which are part of a "series of
substantially equal periodic payments."

Under these requirements, Federal income tax equal to 20% of the
eligible rollover distribution will be withheld from the amount of the
distribution. Unlike withholding on certain other amounts distributed from the
contract, discussed below, the owner cannot elect out of withholding with
respect to an eligible rollover distribution. However, this 20% withholding
will not apply if, instead of receiving the eligible rollover distribution, the
distributee elects to have it directly transferred to certain qualified plans.
Prior to receiving an eligible rollover distribution, a notice will be provided
explaining generally the direct rollover and mandatory withholding requirements
and how to avoid the 20% withholding by electing a direct rollover.

FEDERAL INCOME TAX WITHHOLDING

The Company will withhold and remit to the U.S. Government a part of
the taxable portion of each distribution made under a contract unless the
distributee notifies the Company at or before the time of the distribution that
he or she elects not to have any amounts withheld. In certain circumstances,
the Company may be required to withhold tax. The withholding rates applicable
to the taxable portion of periodic annuity payments are the same as the
withholding rates generally applicable to payments of wages. In addition, the
withholding rate applicable to the taxable portion of non-periodic payments
(including withdrawals prior to the maturity date and rollovers from non-Roth
IRAs to Roth IRAs) is 10%. As discussed above, the withholding rate applicable
to eligible rollover distributions is 20%.

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GENERAL MATTERS

TAX DEFERRAL

The status of the contract as an annuity generally allows all earnings
on the underlying investments to be tax- deferred until withdrawn or until
annuity payments begin (see "FEDERAL TAX MATTERS"). This tax deferred treatment
may be beneficial to contract owners in building assets in a long-term
investment program.

PERFORMANCE DATA

Each of the sub-accounts may in its advertising and sales materials
quote total return figures. The sub- accounts may advertise both
"standardized" and "non-standardized" total return figures, although
standardized figures will always accompany non-standardized figures.
Non-standardized total return figures may be quoted assuming both (i)
redemption at the end of the time period and (ii) not assuming redemption at
the end of the time period. Standardized figures include total return figures
from: (i) the inception date of the sub-account of the Variable Account which
invests in the portfolio or (ii) ten years, whichever period is shorter.
Non-standardized figures include total return numbers from: (i) inception date
of the portfolio or (ii) ten year, whichever period is shorter. Such figures
will always include the average annual total return for recent one year and,
when applicable, five and ten year periods and, where less than ten years, the
inception date of the sub-account, in the case of standardized returns, and the
inception date of the portfolio, in the case of non-standardized returns.
Where the period since inception is less than one year, the total return quoted
will be the aggregate return for the period. The average annual total return
is the average annual compounded rate of return that equates a purchase payment
to the market value of such purchase payment on the last day of the period for
which such return is calculated. The aggregate total return is the percentage
change (not annualized) that equates a purchase payment to the market value of
such purchase payment on the last day of the period for which such return is
calculated. For purposes of the calculations it is assumed that an initial
payment of $1,000 is made on the first day of the period for which the return
is calculated. For total return figures quoted for periods prior to the
commencement of the offering of the contract standardized performance data will
be the historical performance of the Trust portfolio from the date the
applicable sub-account of the Variable Account first became available for
investment under other contracts offered by the Company, adjusted to reflect
current contract charges. In the case of non-standardized performance,
performance figures will be the historical performance of the Trust portfolio
from the inception date of the portfolio (or in the case of the Trust
portfolios created in connection with the merger of Manulife Series Fund, Inc.
into the Trust, the inception date of the applicable predecessor Manulife
Series Fund portfolio), adjusted to reflect current contract charges. Past
performance figures quoted are not intended to indicate future performance of
any sub-account. More detailed information on the computations is set forth in
the Statement of Additional Information.

FINANCIAL STATEMENTS

Financial Statements for the Variable Account and the Company are
contained in the Statement of Additional Information.

ASSET ALLOCATION AND TIMING SERVICES

The Company is aware that certain third parties are offering asset
allocation and timing services in connection with the contracts. In certain
cases the Company has agreed to honor transfer instructions from such asset
allocation and timing services where it has received powers of attorney, in a
form acceptable to it, from the contract owners participating in the service.
THE COMPANY DOES NOT ENDORSE, APPROVE OR RECOMMEND SUCH SERVICES IN ANY WAY AND
CONTRACT OWNERS SHOULD BE AWARE THAT FEES PAID FOR SUCH SERVICES ARE SEPARATE
AND IN ADDITION TO FEES PAID UNDER THE CONTRACTS.

DISTRIBUTION OF CONTRACTS

MSS located at 73 Tremont Street, Boston, Massachusetts 02108, a
Delaware limited liability company controlled by the Company, is the principal
underwriter of the contracts in addition to providing advisory services to the
Trust. MSS is a broker-dealer registered under the Securities Exchange Act of
1934 (the "1934 Act") and a member of the National Association of Securities
Dealers, Inc. ("NASD"). MSS has entered into a non-exclusive promotional
agent agreement with Wood Logan Associates, Inc. ("Wood Logan"). Wood Logan
is a broker-dealer registered under the 1934 Act and a member of the NASD.
Wood Logan is a wholly owned subsidiary of a holding company that is 62.5%
owned by The Manufacturers Life Insurance Company (U.S.A.), 22.5% owned by MRL
Holding, LLC and 15% owned by the principals of Wood Logan. Sales of the
contracts will be made by registered representatives of broker-dealers
authorized by MSS to sell the contracts. Such registered representatives will
also be licensed insurance agents of the Company. Under the promotional agent
agreement, Wood Logan will recruit and provide sales training and licensing
assistance to such registered representatives. In addition, Wood Logan will
prepare sales and promotional materials for the Company's approval. MSS will
pay distribution compensation to selling brokers in varying amounts which under
normal

43
<PAGE> 44
circumstances are not expected to exceed 6% of purchase payments and 0.75% of
the contract value per year beginning in the second contract year. MSS may
from time to time pay additional compensation pursuant to promotional contests.
Additionally, in some circumstances, MSS will provide reimbursement of certain
sales and marketing expenses. MSS will pay the promotional agent for providing
marketing support for the distribution of the contracts.

CONTRACT OWNER INQUIRIES

All contract owner inquiries should be directed to the Company's
Annuity Service Office at P.O. Box 9230, Boston, Massachusetts 02205-9230.

CONFIRMATION STATEMENTS

Owners will be sent confirmation statements for certain transactions
in their account. Owners should carefully review these statements to verify
their accuracy. Any mistakes should immediately be reported to the Company's
Annuity Service Office. If the owner fails to notify the Company's Annuity
Service Office of any mistake within 60 days of the mailing of the confirmation
statement, the owner will be deemed to have ratified the transaction.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Variable Account is a
party or to which the assets of the Variable Account are subject. Neither the
Company nor MSS are involved in any litigation that is of material importance
in relation to their total assets or that relates to the Variable Account.

OTHER INFORMATION

A registration statement has been filed with the SEC under the 1933
Act with respect to the variable portion of the contracts discussed in this
Prospectus. Not all the information set forth in the registration statement,
amendments and exhibits thereto has been included in this Prospectus.
Statements contained in this Prospectus or the Statement of Additional
Information concerning the content of the contracts and other legal instruments
are only summaries. For a complete statement of the terms of these documents,
reference should be made to the instruments filed with the SEC.

YEAR 2000 ISSUES

Like other business organizations and individuals, the Company would
be adversely affected if its computer systems and those of its service
providers do not properly process and calculate date-related information and
data from and after January 1, 2000. The Company is completing an assessment
of the Year 2000 impact on its systems and business processes. Management
believes that the Company will complete its Year 2000 project for all critical
systems and processes by September 30, 1998, prior to any anticipated impact on
the critical systems and processes.

The date on which the Company believes it will complete the Year 2000
project is based on management's best estimates, which were derived utilizing
numerous assumptions of future events. However, there can be no guarantee that
these estimates will be achieved and actual results could differ materially
from those anticipated. Specific factors that might cause such material
differences include, but are not limited to, the availability and cost of
personnel trained in this area, the ability to locate and correct all relevant
computer code, and other similar uncertainties.

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS

<TABLE>
<S> <C>
General Information and History . . . . . . . . . . . . . . . . . . . 3
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Services
Independent Auditors . . . . . . . . . . . . . . . . . . . . . 16
Servicing Agent . . . . . . . . . . . . . . . . . . . . . . . . 16
Principal Underwriter . . . . . . . . . . . . . . . . . . . . . 16
Cancellation of Contract . . . . . . . . . . . . . . . . . . . . . . 16
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

44
<PAGE> 45
APPENDIX A

EXAMPLES OF CALCULATION OF WITHDRAWAL CHARGE*

EXAMPLE 1 - Assume a single payment of $50,000 is made into the contract, no
transfers are made, no additional payments are made and there are no partial
withdrawals. The table below illustrates four examples of the withdrawal
charges that would be imposed if the contract is completely withdrawn, based on
hypothetical contract values.

<TABLE>
<CAPTION>
WITHDRAWAL
HYPOTHETICAL FREE CHARGE
CONTRACT CONTRACT WITHDRAWAL PAYMENTS ------------------------
YEAR VALUE AMOUNT LIQUIDATED PERCENT AMOUNT
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2 55,000 5,000(a) 50,000 6% 3,000
4 50,500 5,000(b) 45,500 5% 2,275
6 60,000 10,000(c) 50,000 3% 1,500
8 70,000 20,000(d) 50,000 0% 0
</TABLE>

- ----------

(a) During any contract year the free withdrawal amount is the greater of
accumulated earnings, or 10% of the total payments made under the
contract less any prior partial withdrawals in that contract year. In
the second contract year the earnings under the contract and 10% of
payments both equal $5,000. Consequently, on total withdrawal $5,000
is withdrawn free of the withdrawal charge, the entire $50,000 payment
is liquidated and the withdrawal charge is assessed against such
liquidated payment (contract value less free withdrawal amount).

(b) In the example for the fourth contract year, the accumulated earnings
of $500 is less than 10% of payments, therefore the free withdrawal
amount is equal to 10% of payments ($50,000 X 10% = $5,000) and the
withdrawal charge is only applied to payments liquidated (contract
value less free withdrawal amount).

(c) In the example for the sixth contract year, the accumulated earnings
of $10,000 is greater than 10% of payments ($5,000), therefore the
free withdrawal amount is equal to the accumulated earnings of $10,000
and the withdrawal charge is applied to the payments liquidated
(contract value less free withdrawal amount).

(d) There is no withdrawal charge on any payments liquidated that have
been in the contract for at least 7 years.

EXAMPLE 2 - Assume a single payment of $50,000 is made into the contract, no
transfers are made, no additional payments are made and there are a series of
four partial withdrawals made during the third contract year of $2,000, $5,000,
$7,000, and $8,000.

<TABLE>
<CAPTION>
WITHDRAWAL
HYPOTHETICAL PARTIAL FREE CHARGE
CONTRACT WITHDRAWAL WITHDRAWAL PAYMENTS ------------------------
VALUE REQUESTED AMOUNT LIQUIDATED PERCENT AMOUNT
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
65,000 2,000 15,000(a) 0 5% 0
49,000 5,000 3,000(b) 2,000 5% 100
52,000 7,000 4,000(c) 3,000 5% 150
44,000 8,000 0(d) 8,000 5% 400
</TABLE>

- ----------

(a) The free withdrawal amount during any contract year is the greater of
the contract value less the unliquidated payments (accumulated
earnings), or 10% of payments less 100% of all prior withdrawals in
that contract year. For the first example, accumulated earnings of
$15,000 is the free withdrawal amount since it is greater than 10% of
payments less prior withdrawals ($5,000-0). The amount requested
($2,000) is less than the free withdrawal amount so no payments are
liquidated and no withdrawal charge applies.

45
<PAGE> 46
(b) The contract has negative accumulated earnings ($49,000-$50,000), so
the free withdrawal amount is limited to 10% of payments less all
prior withdrawals. Since $2,000 has already been withdrawn in the
current contract year, the remaining free withdrawal amount during the
third contract year is $3,000. The $5,000 partial withdrawal will
consist of $3,000 free of withdrawal charge, and the remaining $2,000
will be subject to a withdrawal charge and result in payments being
liquidated. The remaining unliquidated payments are $48,000.

(c) The contract has increased in value to $52,000. The unliquidated
payments are $48,000 so the accumulated earnings are $4,000, which is
greater than 10% of payments less prior withdrawals
($5,000-$2,000-$5,000(0). Hence the free withdrawal amount is $4,000.
Therefore, $3,000 of the $7,000 partial withdrawal will be subject to
a withdrawal charge and result in payments being liquidated. The
remaining unliquidated payments are $45,000.

(d) The free withdrawal amount is zero since the contract has negative
accumulated earnings ($44,000-$45,000) and the full 10% of payments
($5,000) has already been withdrawn. The full amount of $8,000 will
result in payments being liquidated subject to a withdrawal charge.
At the beginning of the next contract year the full 10% of payments
would be available again for withdrawal requests during that year.

*Example does not illustrate withdrawal charges applicable to Ven 7, Ven 3 or
Ven 1 contracts.

46
<PAGE> 47
APPENDIX B

STATE PREMIUM TAXES

Premium taxes vary according to the state and are subject to change.
In many jurisdictions there is no tax at all. For current information, a tax
advisor should be consulted.

<TABLE>
<CAPTION>
TAX RATE

QUALIFIED NON-QUALIFIED
STATE CONTRACTS CONTRACTS
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
CALIFORNIA . . . . . . . . . . . . . . . . . . . 0.50% 2.35%
DISTRICT OF COLUMBIA . . . . . . . . . . . . . . 2.25% 2.25%
KENTUCKY . . . . . . . . . . . . . . . . . . . . 2.00% 2.00%
MAINE . . . . . . . . . . . . . . . . . . . . . . 0.00% 2.00%
NEVADA. . . . . . . . . . . . . . . . . . . . . . 0.00% 3.50%
PUERTO RICO . . . . . . . . . . . . . . . . . . . 1.00% 1.00%
SOUTH DAKOTA* . . . . . . . . . . . . . . . . . . 0.00% 1.25%
WEST VIRGINIA . . . . . . . . . . . . . . . . . . 1.00% 1.00%
WYOMING . . . . . . . . . . . . . . . . . . . . . 0.00% 1.00%
</TABLE>

* Premium tax paid upon receipt of premium (no tax at annuitization if tax paid
on premium at issue).

47
<PAGE> 48
APPENDIX C

PRIOR CONTRACTS

The Company has a class of variable annuity contract which is no
longer being issued, except in the states of Maryland and Oregon, but under
which purchase payments may continue to be made ("prior contract" or "Ven 7
contracts"), which were sold during the period from August, 1989 until
February, 1995.

The principal differences between the contract offered by this
Prospectus and the prior contract relate to the investment options available
under the contracts, a minimum interest rate to be credited for any guarantee
period under the fixed portion of the contracts, the charges made by the
Company and the death benefit provisions.

INVESTMENT OPTIONS

The investment options under the prior contract differ as follows from
the investment options described in this Prospectus. The prior contract does
not allow for investments in the five and seven year fixed account investments
options. The prior contract allows investments in a six year fixed account
investment option not available under the contract offered by this Prospectus.
The prior contract does not provide the Company the authority to offer
additional fixed account investment options for any yearly period from two to
ten years.

FIXED ACCOUNT MINIMUM INTEREST GUARANTEE

The minimum interest rate to be credited for any guarantee period
under the fixed portion of the prior contract is 4%.

MARKET VALUE CHARGE

For purposes of calculating the market value adjustment factor (see
"FIXED ACCOUNT INVESTMENT OPTIONS - Market Value Charge") the maximum
difference between "B" and "A" will be 3% under the prior contract. The
adjustment factor will never be greater than 2x(A-4%) and never less than zero.
("A" is the guaranteed interest rate on the investment account. "B" is the
guaranteed interest rate available, on the date the request is processed, for
amounts allocated to a new investment account with the same length of guarantee
period as the investment account from which the amounts are being withdrawn.)

There will be no market value charge on withdrawals from the fixed
account investment options in the following situations: (a) death of the
annuitant; (b) amounts withdrawn to pay fees or charges; (c) amounts applied at
the maturity date to purchase an annuity as provided in the contract; (d)
amounts withdrawn from three and six year investment accounts within one month
prior to the end of the guarantee period; and (e) amounts withdrawn in any year
that do not exceed 10% of total purchase payments less any prior partial
withdrawals in that contract year.

Notwithstanding application of the market value adjustment factor
formula, in no event will the market value charge (i) exceed the earnings
attributable to the amount withdrawn from an investment account, (ii) together
with any withdrawal charges for an investment account be greater than 10% of
the amount transferred or withdrawn, or (iii) reduce the amount payable on
withdrawal or transfer below the amount required under the nonforfeiture laws
of the state with jurisdiction over the contract. The cumulative effect of the
market value and withdrawal charges (or the effect of the withdrawal charge
itself) could, however, result in an owner receiving total withdrawal proceeds
of less than the owner's investment in the contract.

WITHDRAWAL CHARGES

The withdrawal charges under the prior contract differ from the
withdrawal charges described in this Prospectus.

Prior Contract Withdrawal Charge

The withdrawal charge assessed under the prior contract is as follows:

If a withdrawal is made from the contract by an owner before the
maturity date, a withdrawal charge (contingent deferred sales charge) may be
assessed against amounts withdrawn attributable to purchase payments that have
been in the contract for the owner less than six complete contract years. There
is never a withdrawal charge with respect to earnings accumulated in the
contract, certain other free withdrawal amounts described below or purchase
payments that have been in the contract more than six complete contract years.
In

48
<PAGE> 49
no event may the total withdrawal charges exceed 6% of the total purchase
payments. The amount of the withdrawal charge and when it is assessed is
discussed below:

1. Each withdrawal is allocated first to the "free withdrawal amount"
and second to "unliquidated purchase payments." In any contract year, the free
withdrawal amount for that year is the greater of (1) the excess of the
contract value on the date of withdrawal over the unliquidated purchase
payments (the accumulated earnings on the contract) or (2) 10% of total
purchase payments less any prior partial withdrawals in that contract year.
Withdrawals allocated to the free withdrawal amount may be withdrawn without
the imposition of a withdrawal charge.

2. If an owner makes a withdrawal for an amount in excess of the free
withdrawal amount, the excess will be allocated to purchase payments which will
be liquidated on a first-in first-out basis. On any withdrawal request, the
Company will liquidate purchase payments equal to the amount of the withdrawal
request which exceeds the free withdrawal amount in the order such purchase
payments were made: the oldest unliquidated purchase payment first, the next
purchase payment second, etc. until all purchase payments have been liquidated.

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS WITHDRAWAL CHARGE
PURCHASE PAYMENT IN CONTRACT PERCENTAGE
------------------------------------------------------
<S> <C>
0 6%
1 6%
2 5%
3 4%
4 3%
5 2%
6+ 0%
</TABLE>

The total withdrawal charge will be the sum of the withdrawal charges
for the purchase payments being liquidated.

4. The withdrawal charge is deducted from the contract value remaining
after the owner is paid the amount requested, except in the case of a complete
withdrawal when it is deducted from the amount otherwise payable. In the case
of a partial withdrawal, the amount requested from an investment account may
not exceed the value of that investment account less any applicable withdrawal
charge and market value charge.

5. There is generally no withdrawal charge on distributions made as a
result of the death of the annuitant or owner and no withdrawal charges are
imposed on the maturity date if the owner annuitizes as provided in the
contract.

ADMINISTRATION FEES

The prior contract makes no provision for the waiver of the $30 annual
administration fee when prior to the maturity date the contract value equals or
exceeds $100,000 at the time of the fee's assessment.

DEATH BENEFIT PROVISIONS

Prior Contract Death Benefit Provisions

The provisions governing the death benefit prior to the maturity date
under the prior contract are as follows:

Death of Annuitant who is not the Owner. The Company will pay the
minimum death benefit, less any debt, to the beneficiary if the owner is not
the annuitant and the annuitant dies before the owner and before the maturity
date. If there is more than one such annuitant, the minimum death benefit will
be paid on the death of the last surviving co- annuitant. The minimum death
benefit will be paid either as a lump sum or in accordance with any of the
annuity options available under the contract. An election to receive the death
benefit under an annuity option must be made within 60 days after the date on
which the death benefit first becomes payable. Rather than receiving the
minimum death benefit, the beneficiary may elect to continue the contract as
the new owner. (In general, a beneficiary who

49
<PAGE> 50
makes such an election will nonetheless be treated for Federal income tax
purposes as if he or she had received the minimum death benefit.)

Death of Annuitant who is the Owner. The Company will pay the minimum
death benefit, less any debt, to the beneficiary if the owner is the annuitant,
dies before the maturity date and is not survived by a co-annuitant. If the
contract is a non-qualified contract, the owner is the annuitant and the owner
dies before the maturity date survived by a co-annuitant, the Company, instead
of paying the minimum death benefit to the beneficiary, will pay to the
successor owner an amount equal to the amount payable on total withdrawal
without reduction for any withdrawal charge. If the contract is a
non-qualified contract, distribution of the minimum death benefit to the
beneficiary (or of the amount payable to the successor owner) must be made
within five years after the owner's death. If the beneficiary or successor
owner, as appropriate, is an individual, in lieu of distribution within five
years of the owner's death, distribution may be made as an annuity which begins
within one year of the owner's death and is payable over the life of the
beneficiary (or the successor owner, as appropriate) or over a period not in
excess of the life expectancy of the beneficiary (or the successor owner, as
appropriate). If the owner's spouse is the beneficiary (or the successor owner,
as appropriate) that spouse may elect to continue the contract as the new owner
in lieu of receiving the distribution. In such a case, the distribution rules
applicable when an owner dies generally will apply when that spouse, as the
owner, dies.

Death of Owner who is not the Annuitant. If the owner is not the
annuitant and dies before the maturity date and before the annuitant, the
successor owner will become the owner of the contract. If the contract is a
non- qualified contract, an amount equal to the amount payable on total
withdrawal, without reduction for any withdrawal charge, will be paid to the
successor owner. Distribution of the amount to the successor owner must be
made within five years of the owner's death. If the successor owner is an
individual, in lieu of distribution within five years of the owner's death,
distribution may be made as an annuity which begins within one year of the
owner's death and is payable over the life of the successor owner (or over a
period not greater than the successor owner's life expectancy). If the owner's
spouse is the successor owner, that spouse may elect to continue the contract
as the new owner in lieu of receiving the distribution. In such a case, the
distribution rules applicable when an owner dies generally will apply when that
spouse, as the owner, dies.

For purposes of these death benefit provisions applicable on an
owner's death (whether or not such owner is an annuitant), if a non-qualified
contract has more than one individual owner, death benefits must be paid as
provided in the prior contract upon the death of any such owner. If both
owners are individuals, the distributions will be made to the remaining owner
rather than to the successor owner.

Entity as Owner. In the case of a non-qualified contract where the
owner is not an individual (for example, the owner is a corporation or a
trust), the special rules stated in this paragraph apply. For purposes of
distributions of death benefits before the maturity date, any annuitant will be
treated as the owner, and a change in the annuitant or any co-annuitant shall
be treated as the death of the owner. In the case of distributions which
result from a change in an annuitant when the annuitant does not actually die,
the amount distributed will be reduced by charges which would otherwise apply
upon withdrawal.

If a non-qualified contract has both an individual and a
non-individual owner, death benefits must be paid as provided in the prior
contract upon the death of any annuitant, a change in any annuitant, or the
death of any individual owner, whichever occurs earlier.

The minimum death benefit during the first six contract years will be
equal to the greater of: (a) the contract value on the date due proof of death
and all required claim forms are received at the Company's Annuity Service
Office, or (b) the sum of all purchase payments made, less any amount deducted
in connection with partial withdrawals. During any subsequent six contract
year period, the minimum death benefit will be the greater of (a) the contract
value on the date due proof of death and all required claim forms are received
at the Company's Annuity Service Office, or (b) the minimum death benefit on
the last day of the previous six contract year period plus any purchase
payments made and less any amount deducted in connection with partial
withdrawals since then. If the annuitant dies after the first of the month
following his or her 85th birthday, the minimum death benefit will be the
contract value on the date due proof of death and all required claim forms are
received at the Company's Annuity Service Office.

Death benefits will be paid within seven days of receipt of due proof
of death and all required claim forms at the Company's Annuity Service Office,
subject to postponement under the same circumstances that payment of
withdrawals may be postponed.

OTHER CONTRACT PROVISIONS

Contract Maturity Date

Under the prior contract, the maturity date is the later of the first
day of the month following the 85th birthday of the annuitant or the sixth
contract anniversary. The prior contract allows the owner to specify a
different maturity date at any time by written request at

50
<PAGE> 51
least one month before both the previously specified and the new maturity date.
The new maturity date must be the first day of a month no later than the first
day of the month following the 85th birthday of the annuitant.

Annuity Tables Assumed Interest Rate

A 4% assumed interest rate is built into the annuity tables in the
prior contract used to determine the first variable annuity payment to be made
under that contract.

Beneficiary

Under the prior contract certain provisions relating to beneficiary
are as follows:

The beneficiary is the person, persons or entity designated in the
application or as subsequently named. The beneficiary may be changed during
the lifetime of the annuitant subject to the rights of any irrevocable
beneficiary. Any change must be made in writing, approved by the Company and
if approved, will be effective as of the date on which written. The Company
assumes no liability for any payments made or actions taken before the change
is approved. Prior to the maturity date, if no beneficiary survives the
annuitant, the contract owner or the contract owner's estate will be the
beneficiary. The interest of any beneficiary is subject to that of any
assignee. In the case of certain qualified contracts, regulations promulgated
by the Treasury Department prescribe certain limitations on the designation of
a beneficiary.

GUARANTEED RETIREMENT INCOME PROGRAM

The Guaranteed Retirement Income Program is not available for Ven 7
contracts.

TABLE OF ACCUMULATION UNIT VALUES

Ven 7 Contracts

51
<PAGE> 52
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Equity
1989 . . . . . . . . . . . . . . . . . $10.038462 $12.259530 1,599,855
1990 . . . . . . . . . . . . . . . . . 12.259530 10.827724 3,216,667
1991 . . . . . . . . . . . . . . . . . 10.827724 12.044260 4,968,734
1992 . . . . . . . . . . . . . . . . . 12.044260 11.790318 7,560,807
1993 . . . . . . . . . . . . . . . . . 11.790318 15.450341 18,493,192
1994 . . . . . . . . . . . . . . . . . 15.450341 15.500933 28,273,754
1995 . . . . . . . . . . . . . . . . . 15.500933 16.459655 25,947,632
1996 . . . . . . . . . . . . . . . . . 16.459655 18.276450 23,363,742
1997 . . . . . . . . . . . . . . . . . 18.276450 21.770913 21,385,412.929
Small Company Value
1997 . . . . . . . . . . . . . . . . . $12.500000 $11.898363 476,303.358
Equity
1989 . . . . . . . . . . . . . . . . . $ 9.695125 $12.208846 1,443,222
1990 . . . . . . . . . . . . . . . . . 12.208846 10.618693 1,044,365
1991 . . . . . . . . . . . . . . . . . 10.618693 12.349952 3,238,479
1992 . . . . . . . . . . . . . . . . . 12.349952 13.143309 10,082,924
1993 . . . . . . . . . . . . . . . . . 13.143309 15.075040 18,691,511
1994 . . . . . . . . . . . . . . . . . 15.075040 14.786831 27,046,973
1995 . . . . . . . . . . . . . . . . . 14.786831 20.821819 31,264,936
1996 . . . . . . . . . . . . . . . . . 20.821819 24.664354 30,156,559
1997 . . . . . . . . . . . . . . . . . 24.664354 29.002593 25,510,715.815
Growth
1996 . . . . . . . . . . . . . . . . . $12.500000 $13.727312 1,704,337
1997 . . . . . . . . . . . . . . . . . 13.727312 16.968111 2,322,586.639
Quantitative Equity
1997 . . . . . . . . . . . . . . . . . $12.500000 $16.107191 445,182.268
Blue Chip Growth
1992 . . . . . . . . . . . . . . . . . $10.000000 $ 9.923524 2,614,367
1993 . . . . . . . . . . . . . . . . . 9.923524 9.413546 8,733,734
1994 . . . . . . . . . . . . . . . . . 9.413546 8.837480 12,682,151
1995 . . . . . . . . . . . . . . . . . 8.837480 11.026969 16,013,892
1996 . . . . . . . . . . . . . . . . . 11.026969 13.688523 16,253,601
1997 . . . . . . . . . . . . . . . . . 13.688523 17.134232 17,295,177.170
Real Estate Securities
1997 . . . . . . . . . . . . . . . . . $12.500000 $14.949140 686,708.699
Value
1997 . . . . . . . . . . . . . . . . . $12.500000 $15.057118 1,318,055.200
International Growth and Income
1995 . . . . . . . . . . . . . . . . . $10.000000 $10.554228 4,340,859
1996 . . . . . . . . . . . . . . . . . 10.554228 11.718276 6,310,744
1997 . . . . . . . . . . . . . . . . . 11.718276 11.545714 5,349,536.965
Growth and Income
1991 . . . . . . . . . . . . . . . . . $10.874875 $10.973500 3,689,377
1992 . . . . . . . . . . . . . . . . . 10.973500 11.927411 8,573,365
1993 . . . . . . . . . . . . . . . . . 11.927411 12.893007 16,816,664
1994 . . . . . . . . . . . . . . . . . 12.893007 13.076664 22,827,949
1995 . . . . . . . . . . . . . . . . . 13.076640 16.660889 25,312,482
1996 . . . . . . . . . . . . . . . . . 16.660889 20.178770 26,519,026
1997 . . . . . . . . . . . . . . . . . 20.178770 26.431239 26,673,244.207
</TABLE>

52
<PAGE> 53
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity-Income
1993 . . . . . . . . . . . . . . . . . $10.000000 $11.175534 5,061,871
1994 . . . . . . . . . . . . . . . . . 11.175534 11.107620 13,006,071
1995 . . . . . . . . . . . . . . . . . 11.107620 13.548849 16,254,844
1996 . . . . . . . . . . . . . . . . . 13.548849 16.011513 17,199,292
1997 . . . . . . . . . . . . . . . . . 16.011513 20.479412 17,462,811.390
Balanced
1997 . . . . . . . . . . . . . . . . . $12.500000 $14.609853 277,653.746
Aggressive Asset Allocation
1989 . . . . . . . . . . . . . . . . . $10.000000 $ 9.824046 7,476,667
1990 . . . . . . . . . . . . . . . . . 9.824046 8.982210 3,434,253
1991 . . . . . . . . . . . . . . . . . 8.982210 10.891189 5,038,265
1992 . . . . . . . . . . . . . . . . . 10.891189 11.623893 6,990,120
1993 . . . . . . . . . . . . . . . . . 11.623893 12.642493 8,147,578
1994 . . . . . . . . . . . . . . . . . 12.642493 12.381395 9,915,078
1995 . . . . . . . . . . . . . . . . . 12.381395 14.990551 9,004,834
1996 . . . . . . . . . . . . . . . . . 14.990551 16.701647 7,824,895
1997 . . . . . . . . . . . . . . . . . 16.701647 19.614359 6,709,014.040
High Yield
1997 . . . . . . . . . . . . . . . . . $12.500000 $13.890491 948,500.843
Moderate Asset Allocation
1989 . . . . . . . . . . . . . . . . . $10.000000 $ 9.973206 2,137,590
1990 . . . . . . . . . . . . . . . . . 9.973206 9.221559 11,521,935
1991 . . . . . . . . . . . . . . . . . 9.221559 11.023964 15,739,307
1992 . . . . . . . . . . . . . . . . . 11.023964 11.772128 21,949,044
1993 . . . . . . . . . . . . . . . . . 11.772128 12.775798 30,338,231
1994 . . . . . . . . . . . . . . . . . 12.775798 12.396295 31,579,176
1995 . . . . . . . . . . . . . . . . . 12.396295 14.752561 28,508,685
1996 . . . . . . . . . . . . . . . . . 14.752561 15.995076 23,443,602
1997 . . . . . . . . . . . . . . . . . 15.995076 18.276161 19,090,743.242
Conservative Asset Allocation
1989 . . . . . . . . . . . . . . . . . $10.000000 $10.052759 11,861,277
1990 . . . . . . . . . . . . . . . . . 10.052759 9.531831 5,005,473
1991 . . . . . . . . . . . . . . . . . 9.531831 11.166459 6,075,773
1992 . . . . . . . . . . . . . . . . . 11.166459 11.821212 9,218,954
1993 . . . . . . . . . . . . . . . . . 11.821212 12.705196 12,271,114
1994 . . . . . . . . . . . . . . . . . 12.705196 12.298940 11,519,563
1995 . . . . . . . . . . . . . . . . . 12.298940 14.320582 10,207,673
1996 . . . . . . . . . . . . . . . . . 14.320582 15.113142 8,273,488
1997 . . . . . . . . . . . . . . . . . 15.113142 16.607511 6,909,670.281
Strategic Bond
1993 . . . . . . . . . . . . . . . . . $10.000000 $10.750617 3,628,986
1994 . . . . . . . . . . . . . . . . . 10.750617 9.965972 6,059,065
1995 . . . . . . . . . . . . . . . . . 9.965972 11.716972 6,153,987
1996 . . . . . . . . . . . . . . . . . 11.716972 13.250563 7,575,451
1997 . . . . . . . . . . . . . . . . . 13.250563 14.500997 8,237,089.984
</TABLE>

53
<PAGE> 54
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Government Bond
1989 . . . . . . . . . . . . . . . . . $10.097842 $10.404562 300,163
1990 . . . . . . . . . . . . . . . . . 10.404562 11.642912 503,123
1991 . . . . . . . . . . . . . . . . . 11.642912 13.302966 1,406,253
1992 . . . . . . . . . . . . . . . . . 13.302966 13.415849 3,990,936
1993 . . . . . . . . . . . . . . . . . 13.415849 15.741586 9,235,552
1994 . . . . . . . . . . . . . . . . . 15.741586 14.630721 10,820,359
1995 . . . . . . . . . . . . . . . . . 14.630721 17.772344 9,377,776
1996 . . . . . . . . . . . . . . . . . 17.772344 19.803954 8,200,560
1997 . . . . . . . . . . . . . . . . . 19.803954 20.104158 6,513,293.863
Capital Growth Bond
1997 . . . . . . . . . . . . . . . . . $12.500000 $13.475788 35,558.021
Investment Quality Bond
1989 . . . . . . . . . . . . . . . . . $10.937890 $12.008936 1,924,256
1990 . . . . . . . . . . . . . . . . . 12.008936 11.517610 226,591
1991 . . . . . . . . . . . . . . . . . 11.517610 13.183268 1,133,721
1992 . . . . . . . . . . . . . . . . . 13.183268 13.936240 2,633,165
1993 . . . . . . . . . . . . . . . . . 13.936240 15.118716 4,666,274
1994 . . . . . . . . . . . . . . . . . 15.118716 14.216516 5,662,391
1995 . . . . . . . . . . . . . . . . . 14.216516 16.751499 5,445,294
1996 . . . . . . . . . . . . . . . . . 16.751499 16.943257 4,762,551
1997 . . . . . . . . . . . . . . . . . 16.943257 16.943257 4,300,212.219
U.S. Government Securities
1990 . . . . . . . . . . . . . . . . . $10.826483 $11.596537 515,572
1991 . . . . . . . . . . . . . . . . . 11.596537 13.037076 1,496,429
1992 . . . . . . . . . . . . . . . . . 13.037076 13.651495 7,034,773
1993 . . . . . . . . . . . . . . . . . 13.651495 14.490734 11,566,348
1994 . . . . . . . . . . . . . . . . . 14.490734 14.111357 9,903,906
1995 . . . . . . . . . . . . . . . . . 14.111357 16.083213 8,402,470
1996 . . . . . . . . . . . . . . . . . 16.083213 16.393307 6,673,517
1997 . . . . . . . . . . . . . . . . . 16.393307 17.535478 5,731,746.842
Money Market
1989 . . . . . . . . . . . . . . . . . $10.865066 $11.634481 1,480,696
1990 . . . . . . . . . . . . . . . . . 11.634481 12.364687 2,465,280
1991 . . . . . . . . . . . . . . . . . 12.364687 12.890414 3,340,971
1992 . . . . . . . . . . . . . . . . . 12.890414 13.137257 4,636,753
1993 . . . . . . . . . . . . . . . . . 13.137257 13.303085 7,413,316
1994 . . . . . . . . . . . . . . . . . 13.303085 13.623292 12,741,277
1995 . . . . . . . . . . . . . . . . . 13.623292 14.190910 9,721,732
1996 . . . . . . . . . . . . . . . . . 14.190910 14.699636 10,149,260
1997 . . . . . . . . . . . . . . . . . 14.699636 15.241915 8,439,006.345
Lifestyle Aggressive 1000
1997 . . . . . . . . . . . . . . . . . $12.500000 $13.669625 718,339.885
Lifestyle Growth 820
1997 . . . . . . . . . . . . . . . . . $12.500000 $14.033299 2,724,148.772
Lifestyle Balanced 640
1997 . . . . . . . . . . . . . . . . . $12.500000 $14.066417 1,897,381.650
</TABLE>

54
<PAGE> 55
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lifestyle Moderate 460
1997 . . . . . . . . . . . . . . . . . $12.500000 $14.016704 679,087.722
Lifestyle Conservative 280
1997 . . . . . . . . . . . . . . . . . $12.500000 $13.825120 162,279.781
</TABLE>

* Units under this series of contracts were first credited under the
sub-accounts on August 7, 1989, except in the case of Growth and Income where
units were first credited on April 23, 1991, Blue Chip Growth where units were
first credited on December 11, 1992, Equity-Income and Strategic Bond where
units were first credited on February 19, 1993, International Growth and Income
where units were first credited on January 9, 1995, Small/Mid Cap and
International Small Cap where units were first credited on March 4, 1996,
Growth where units were first credited on July 15, 1996, Pacific Rim Emerging
Markets, Science & Technology, Emerging Growth, Pilgrim Baxter Growth,
International Stock, Worldwide Growth, Quantitative Equity, Real Estate
Securities, Value, Balanced, High Yield, Capital Growth Bond, Lifestyle
Aggressive 1000, Lifestyle Growth 820, Lifestyle Balanced 640, Lifestyle
Moderate 460, Lifestyle Conservative 280 where units were first credited on
January 2, 1997 and Small Company Value where units were first credited on
October 1, 1997.

55
<PAGE> 56
APPENDIX D

PRIOR CONTRACTS

Prior to October, 1993, the Company issued two classes of variable
annuity contracts which are no longer being issued but under which purchase
payments may continue to be made ("prior contracts" or "Ven 3 contracts"),
which were sold during the period from November, 1986 until October, 1993 and
"Ven 1 contracts", which were sold during the period from June, 1985 until
June, 1987.

The principal differences between the contract offered by this
Prospectus and the prior contracts relate to the investment options available
under the contracts, charges made by the Company and death benefit provisions.

EXPENSE SUMMARY

The following table and Example are designed to assist contract owners
in understanding the various costs and expenses that contract owners bear
directly and indirectly. The table reflects expenses of the separate account
and the underlying portfolio company. In addition to the items listed in the
following table, premium taxes may be applicable to certain contracts. The
items listed under "Contract Owner Transaction Expenses" and "Separate Account
Annual Expenses" are more completely described in this Appendix (see "Other
Contract Charges") and in the Prospectus (see "CHARGES AND DEDUCTIONS"). The
items listed under "Trust Annual Expenses" are described in detail in the
accompanying Trust prospectus to which reference should be made.

CONTRACT OWNERS TRANSACTION EXPENSES

Ven 1 and Ven 3 Contracts

Deferred sales load (as percentage of purchase payments)

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS WITHDRAWAL CHARGE
PURCHASE PAYMENT IN PERCENTAGE
CONTRACT
---------------------------------------------------
<S> <C>
0 5%
1 5%
2 5%
3 5%
4 5%
5+ 0%
</TABLE>

Ven 1 and Ven 3 CONTRACTS

ANNUAL CONTRACT FEE . . . . . . . . . . . . . . . . . . . . . . $ 30

Ven 1 Contracts

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and expense risk fees . . . . . . . . . . . . . . . . 1.30%

Total Separate Account Annual Expenses . . . . . . . . . . . . 1.30%

56
<PAGE> 57
Ven 3 Contracts

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and expense risk fees . . . . . . . . . . . . . . . . 1.25%
Administration fee - asset based . . . . . . . . . . . . . . . 0.15%

Total Separate Account Annual Expenses . . . . . . . . . . . . 1.40%

Ven 1 and Ven 3 Contracts

TRUST ANNUAL EXPENSES
(as a percentage of Trust average net assets)

See "SUMMARY - TRUST ANNUAL EXPENSES" in the Prospectus.

Ven 1 Contracts

EXAMPLE

A contract owner would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets, if the contract owner
surrendered the contract at the end of the applicable time period:

<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity . . . . . . . . . . . . $69 $118 $167 $252
Investment Quality Bond . . . . 68 116 164 246
Money Market . . . . . . . . . 66 110 154 225
</TABLE>

A contract owner would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets, if the contract owner
annuitized as provided in the contract or did not surrender the contract at the
end of the applicable time period:

<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity . . . . . . . . . . . . $22 $68 $117 $252
Investment Quality Bond . . . . 22 67 114 246
Money Market . . . . . . . . . 20 60 104 225
</TABLE>

Ven 3 Contracts

EXAMPLE

A contract owner would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets, if the contract owner
surrendered the contract at the end of the applicable time period:

57
<PAGE> 58
<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS* 10 YEARS*
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Small Company Value . . . . . . . . 73 131
Equity . . . . . . . . . . . . . . 70 121 172 262
Growth . . . . . . . . . . . . . . 71 125 180 277
Quantitative Equity . . . . . . . . 69 120 171 259
Blue Chip Growth . . . . . . . . . 71 126 181 280
Real Estate Securities . . . . . . 69 120 171 259
Value . . . . . . . . . . . . . . . 71 125 180 278
International Growth and Income . . 73 130 188 294
Growth and Income . . . . . . . . . 69 120 172 261
Equity-Income . . . . . . . . . . . 70 122 175 267
Balanced . . . . . . . . . . . . . 70 123 176 270
Aggressive Asset Allocation . . . . 70 123 177 272
High Yield . . . . . . . . . . . . 70 123 177 271
Moderate Asset Allocation . . . . . 70 122 175 267
Conservative Asset Allocation . . . 70 123 177 271
Strategic Bond . . . . . . . . . . 70 123 176 270
Global Government Bond . . . . . . 71 124 179 275
Capital Growth Bond . . . . . . . . 69 119 169 255
Investment Quality Bond . . . . . . 69 119 169 256
U.S. Government Securities . . . . 69 118 168 254
Money Market . . . . . . . . . . . 67 113 159 235
Lifestyle Aggressive 1000 . . . . . 73 130 188 294
Lifestyle Growth 820 . . . . . . . 72 128 185 287
Lifestyle Balanced 640 . . . . . . 71 125 180 277
Lifestyle Moderate 460 . . . . . . 70 122 175 267
Lifestyle Conservative 280 . . . . 69 118 168 253
</TABLE>

* The example of expenses for the Small Company Value Trust contains figures
for only one and three years since it is a newly created portfolio.

A contract owner would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets, if the contract owner
annuitized as provided in the contract or did not surrender the contract at the
end of the applicable time period:

<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS* 10 YEARS*
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pacific Rim Emerging Markets . . . $29 $90 $153 $323
Science & Technology . . . . . . . 28 85 145 308
International Small Cap . . . . . . 28 87 148 312
Emerging Growth . . . . . . . . . . 26 81 138 293
Pilgrim Baxter Growth . . . . . . . 27 83 141 300
Small/Mid Cap . . . . . . . . . . . 26 79 135 287
International Stock . . . . . . . . 29 89 151 319
Worldwide Growth . . . . . . . . . 28 87 148 313
Global Equity . . . . . . . . . . . 25 78 133 283
Small Company Value . . . . . . . . 27 82
Equity . . . . . . . . . . . . . 23 71 122 262
Growth . . . . . . . . . . . . . 25 76 130 277
Quantitative Equity . . . . . . . . 23 71 121 259
Blue Chip Growth . . . . . . . . . 25 77 131 280
Real Estate Securities . . . . . . 23 71 121 259
Value . . . . . . . . . . . . . 25 76 130 278
International Growth and Income . . 26 81 138 294
Growth and Income . . . . . . . . . 23 71 122 261
Equity-Income . . . . . . . . . . . 24 73 125 267
Balanced . . . . . . . . . . . . . 24 74 126 270
Aggressive Asset Allocation . . . . 24 74 127 272
</TABLE>

58
<PAGE> 59
<TABLE>
<CAPTION>
TRUST PORTFOLIO 1 YEAR 3 YEARS 5 YEARS* 10 YEARS*
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
High Yield . . . . . . . . . . . . 24 74 127 271
Moderate Asset Allocation . . . . . 24 73 125 267
Conservative Asset Allocation . . . 24 74 127 271
Strategic Bond . . . . . . . . . . 24 74 126 270
Global Government Bond . . . . . . 24 75 129 275
Capital Growth Bond . . . . . . . . 22 69 119 255
Investment Quality Bond . . . . . . 23 70 119 256
U.S. Government Securities . . . . 22 69 118 254
Money Market . . . . . . . . . . . 21 64 109 235
Lifestyle Aggressive 100 . . . . . 26 81 138 294
Lifestyle Growth 820 . . . . . . . 26 79 135 287
Lifestyle Balanced 640 . . . . . . 25 76 130 277
Lifestyle Moderate 460 . . . . . . 24 73 125 267
Lifestyle Conservative 280 . . . . 22 69 118 253
</TABLE>

* The example of expenses for the Small Company Value Trust contains figures
for only one and three years since it is a newly created portfolio.

INVESTMENT OPTIONS

The Ven 3 and Ven 1 contracts do not provide for a fixed-dollar
accumulation prior to the maturity date. Thus the descriptions in this
Prospectus of the Fixed Account Investment Options, Loans and the transfer and
Dollar Cost Averaging provisions, to the extent that they relate to the fixed
account investment options, are not applicable to the prior contracts. Ven 1
differs further in that only three of the thirty-five sub-accounts of the
Variable Account are available for the investment of contract values, namely,
the Equity Trust, the Investment Quality Bond Trust and the Money Market Trust.

WITHDRAWAL CHARGES

The withdrawal charges under the prior contracts differ from the
withdrawal charges described in this Prospectus.

Ven 3 Withdrawal Charge.

The withdrawal charge assessed under the Ven 3 contract is as follows:

If a withdrawal is made from the contract before the maturity date, a
5% withdrawal charge (contingent deferred sales charge) may be assessed. The
amount of the withdrawal charge and when it is assessed are discussed below:

1. Withdrawals are allocated to purchase payments on a
first-in-first-out basis. Each time a contract owner requests a withdrawal,
whether or not a withdrawal charge is assessed, the Company will liquidate
purchase payments equal to the amount requested in the order such purchase
payments were made: the oldest unliquidated purchase payment first, the next
purchase payment second, etc. until all purchase payments have been liquidated.
Once all purchase payments have been liquidated, additional withdrawals will be
allocated to the remaining contract value.

2. A withdrawal charge will be assessed against purchase payments
liquidated in excess of the free withdrawal amount. The free withdrawal amount
in any contract year is the greater of: (i) 10% of the contract value at the
beginning of the contract year, or (ii) 10% of the total purchase payments made
in the current contract year and the preceding 4 contract years plus the amount
of all unliquidated purchase payments made 5 or more contract years prior to
the current contract year. Therefore, no withdrawal charge will apply to any
purchase payment that has been in the contract for at least 5 years. After all
purchase payments have been liquidated, any remaining contract value
(accumulated earnings) may be withdrawn free of charge.

3. The withdrawal charge is deducted from the contract value remaining
after the contract owner is paid the amount requested, except in the case of a
complete withdrawal when it is deducted from the amount otherwise payable. The
withdrawal charge is deducted from the contract value by canceling accumulation
units of a value equal to the charge and is deducted from each investment
account ("subdivision") in proportion to the amount withdrawn from each
investment account. In the case of a partial withdrawal the amount requested
from an investment account may not exceed the value of that investment account
less any applicable withdrawal charge.

59
<PAGE> 60
4. Under no circumstances will the total of all withdrawal charges
exceed 5% of total purchase payments.

There is no withdrawal charge on distributions made as a result of the
death of the annuitant or contract owner. There is also no withdrawal charge
on amounts applied to an annuity option at the maturity date, as provided in
the contract.

Ven 1 Withdrawal Charge.

The withdrawal charge ("surrender charge") assessed under the Ven 1
contract is as follows:

If a contract is surrendered, in whole or in part, before the maturity
date, a withdrawal charge may be assessed. The amount of the withdrawal charge
and when it is assessed are discussed below:

The withdrawal charge is 5% of the lesser of (1) the amount
surrendered or (2) the total of all purchase payments made within the sixty
months immediately preceding the date of surrender. The charge is deducted
from the contract value remaining after the contract owner is paid the amount
requested, except in the case of a complete surrender when it is deducted from
the amount otherwise payable. After the first contract year, no withdrawal
charge will be made on that part of the first surrender in any contract year
which does not exceed 10% of the contract value computed as of the date of such
surrender. The right to surrender up to 10% of the contract value free of any
withdrawal charge does not apply to qualified contracts issued as tax-sheltered
annuities under Section 403(b) of the Internal Revenue Code. There is no
withdrawal charge on distributions made as a result of the death of the
annuitant or contract owner. Under no circumstances will the total of all
withdrawal charges exceed 9% of total purchase payments.

The withdrawal charge will be deducted from the contract value by
canceling accumulation units of a value equal to the charge. It will be made
from each investment account in proportion to the amount withdrawn from such
investment account.

OTHER CONTRACT CHARGES

The Ven 1 contract provides for the deduction from each sub-account
each valuation period of a charge at an effective annual rate of 1.30% of the
contract reserves allocated to such sub-account, consisting of .8% for the
mortality risk assumed by the Company and .5% for the expense risk assumed by
the Company. However, there is no administration charge under the Ven 1
contract other than the $30 annual administration fee. The Ven 1 and Ven 3
contracts make no provision for the waiver of the $30 annual administration fee
when prior to the maturity date the contract value equals or exceeds $100,000
at the time of the fee's assessment.

Death Benefit Provisions

Ven 3 Death Benefit Provisions

The provisions governing the death benefit prior to the maturity date
under the Ven 3 contract are as follows:

Death of Owner. The Company will pay a minimum death benefit to the
beneficiary if the contract owner is the annuitant and dies before the maturity
date. If the contract owner is not the annuitant and the contract owner dies
before the annuitant and before the maturity date (or the contract owner is the
annuitant and there is a surviving co- annuitant), instead of a minimum death
benefit, the Company will distribute the contract owner's entire interest in
the contract (the contract value determined on the date due proof of death and
all required claim forms are received at the Company's Annuity Service Office)
to the contract owner's estate or to a successor owner. Distributions to a
beneficiary, successor owner, or estate, as appropriate, will be made no later
than 5 years after the contract owner's death, unless (1) the contract owner's
spouse is the beneficiary or successor owner (in which case the spouse will be
treated as the owner and distribution will be made no later than the date on
which distribution would be required in accordance with this paragraph after
the death of the spouse), or (2) the distribution is made to the beneficiary or
successor owner who is an individual, begins not later than a year after the
contract owner's death, and is made over a period not greater than the life
expectancy of that beneficiary or successor owner.

Death of Annuitant. A minimum death benefit will be paid to the
beneficiary if the contract owner is not the annuitant and the annuitant dies
before the contract owner and before the maturity date. If there is a
co-annuitant, the minimum death benefit will be paid on the death of the last
surviving co-annuitant.

Entity as Owner. If the contract is not owned by an individual, for
example, if it is owned by a corporation or a trust, the special rules stated
in this paragraph apply. A change in the annuitant shall be treated as the
death of the owner for purposes of these special distribution rules and the
Company will distribute the contract owner's entire interest in the contract.
Distributions to the contract owner or to the beneficiary, as appropriate, will
be made not later than 5 years after the annuitant's death, unless (1) the
annuitant's spouse is the beneficiary (in which case the spouse will be treated
as the contract owner and distribution will be made no later than the date on
which

60
<PAGE> 61
distribution would be required in accordance with this paragraph after the
death of the spouse), or (2) the distribution is made to a beneficiary who is
an individual, begins not later than a year after the annuitant's death, and is
made over a period not greater than the life expectancy of that beneficiary.

General Provisions. If there is more than one individual contract
owner, death benefits must be paid as provided in the contract upon the death
of any such contract owner.

If there is both an individual and a non-individual contract owner,
death benefits must be paid as provided in the contract upon the death of the
annuitant or any individual contract owner, whichever occurs earlier.

Due proof of death and all required claim forms are required upon the
death of the contract owner or annuitant.

During the first five contract years, the minimum death benefit
payable to a beneficiary upon death of the annuitant is the greater of (a) the
contract value on the date due proof of death and all required claim forms are
received at the Company's Annuity Service Office, or (b) the sum of all
purchase payments made, less any amount deducted in connection with partial
withdrawals. During any subsequent five contract year period, the minimum
death benefit will be the greater of (a) the contract value on the date due
proof of death and all required claim forms are received at the Company's
Annuity Service Office, or (b) the minimum death benefit determined in
accordance with these provisions as of the last day of the previous five
contract year period plus any purchase payments made and less any amount
deducted in connection with partial withdrawals since then. The death benefit
will be paid within seven days of receipt of due proof of death and all
required claim forms at the Company's Annuity Service Office, subject to
postponement under the same circumstances that payment of withdrawals may be
postponed.

Ven 1 Death Benefit Provisions

The death benefit provisions of the Ven 1 contract are as described
above for the Ven 3 contract except that (i) the Ven 1 contract does not
provide for the designation of successor owners or co-annuitants or changes of
annuitants and (ii) the Ven 1 contract does not make special adjustments to the
minimum death benefit for subsequent five contract year periods.

OTHER CONTRACT PROVISIONS

Transfers

Under Ven 3 and Ven 1 contracts, owners may transfer all or part of
their contract value to a fixed annuity contract issued by the Company at any
time. In such case, the Company will waive any withdrawal charge that would
otherwise be applicable under the terms of the contract. Similarly, the
Company will permit holders of such fixed contracts to transfer certain
contract values to the Variable Account. In such case, the contract values
transferred will be attributable to certain purchase payments made under the
fixed contract. For purposes of calculating the withdrawal charge under the
contract, the contract date will be deemed to be the date of the earliest
purchase payment transferred from the fixed contract and the date of other
purchase payments transferred will be deemed to be the dates actually made
under the fixed contract. A transfer of all or a part of the contract value
from one contract to another may be treated as a distribution of all or a part
of the contract value for Federal tax purposes.

Under the Ven 1 contract, a contract owner may transfer prior to the
maturity date amounts among investment accounts of the contract without charge,
but such transfers cannot be made on more than two occasions in any contract
year. After annuity payments have been made for at least 12 months under a Ven
1 contract, all or a portion of the assets held in a sub-account with respect
to the contract may be transferred by the annuitant to one or more other sub-
accounts. Such transfers can be made only once each 12 months upon notice to
the Company at least 30 days before the due date of the first annuity payment
to which the change will apply.

Annuity Option Provisions

Under Ven 3 and Ven 1 contracts, there is no prescribed maturity date
that will govern in the absence of contract owner selection. The owner must
select a maturity date in the application. If no annuity option is selected by
the owner of a Ven 3 or Ven 1 contract, the automatic option will be on a
variable, not fixed, basis.

Ven 3 and Ven 1 contracts require a minimum contract value in order to
effect an annuity -- $2,000 for a Ven 3 contract and $5,000 for a Ven 1
contract, except for certain qualified Ven 1 contracts where the minimum is
$3,500. Ven 3 and Ven 1 contracts prescribe no minimum amount for the first
annuity payment but reserve the right to change the frequency of annuity
payments if the first annuity payment would be less than $50.

61
<PAGE> 62
Purchase Payments

The provisions governing purchase payments under Ven 1 contracts are
as follows: For qualified contracts, the minimum purchase payment is $25. For
non-qualified contracts, the minimum initial purchase payment is $5,000 and the
minimum subsequent purchase payment is $300. The Company may refuse to accept
any purchase payment in excess of $10,000 per contract year.

Annuity Rates

The annuity rates guaranteed in the Ven 1 contract differ from those
guaranteed in the contract described in the Prospectus for annuitants of
certain ages.

Annuity Tables Assumed Interest Rate

A 4% assumed interest rate is built into the annuity tables in the Ven
1 and Ven 3 contracts used to determine the first variable annuity payment to
be made under those contracts.

Beneficiary

Under the Ven 3 and Ven 1 contracts certain provisions relating to
beneficiary are as follows:

The beneficiary is the person, persons, or entity designated in the
application or as subsequently named. The beneficiary may be changed during the
lifetime of the annuitant subject to the rights of any irrevocable beneficiary.
Any change must be made in writing, approved by the Company and if approved,
will be effective as of the date on which written. The Company assumes no
liability for any payments made or actions taken before the change is approved.
Prior to the maturity date, if no beneficiary survives the annuitant, the
contract owner or the contract owner's estate will be the beneficiary. The
interest of any beneficiary is subject to that of any assignee. In the case of
certain qualified contracts, regulations promulgated by the Treasury Department
prescribe certain limitations on the designation of a beneficiary.

GUARANTEED RETIREMENT INCOME PROGRAM

The Guaranteed Retirement Income Program is not available for Ven 3 or
Ven 1 contracts.

TABLE OF ACCUMULATION UNIT VALUES

Ven 3 Contracts

62
<PAGE> 63
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Equity
1988 . . . . . . . . . . . . $10.000000 $10.038462 187,978.790
1989 . . . . . . . . . . . . 10.038462 12.259530 1,599,855.768
1990 . . . . . . . . . . . . 12.259530 10.827724 2,578,853.673
1991 . . . . . . . . . . . . 10.827724 12.044260 2,395,298.635
1992 . . . . . . . . . . . . 12.044260 11.790318 2,262,222.969
1993 . . . . . . . . . . . . 11.790318 15.450341 3,100,733.209
1994 . . . . . . . . . . . . 15.450341 15.500933 3,543,341.154
1995 . . . . . . . . . . . . 15.500933 16.459655 2,642,703.724
1996 . . . . . . . . . . . . 16.459655 18.276450 2,070,671.367
1997 . . . . . . . . . . . . 18.276450 21.770913 1,665,275.671
Small Company Value
1997 . . . . . . . . . . . . $12.500000 $11.898363 9,967.306
Equity
1987 . . . . . . . . . . . . $10.000000 $ 8.144663 4,242,221.369
1988 . . . . . . . . . . . . 8.144663 9.695125 13,563,655.062
1989 . . . . . . . . . . . . 9.695125 12.208846 1,443,222.778
1990 . . . . . . . . . . . . 12.208846 10.618693 2,192,929.561
1991 . . . . . . . . . . . . 10.618693 12.349952 3,748,439.163
1992 . . . . . . . . . . . . 12.349952 13.143309 4,354,245.114
1993 . . . . . . . . . . . . 13.143309 15.075040 4,165,733.576
1994 . . . . . . . . . . . . 15.075040 14.786831 2,684,785.345
1995 . . . . . . . . . . . . 14.786831 20.821819 2,572,695.681
1996 . . . . . . . . . . . . 20.821819 24.664354 2,196,812.816
1997 . . . . . . . . . . . . 24.664354 29.002593 1,634,482.536
Growth
1996 . . . . . . . . . . . . $12.500000 $13.727312 79,415.926
1997 . . . . . . . . . . . . 13.727312 16.968111 109,553.070
Quantitative Equity
1997 . . . . . . . . . . . . $12.500000 $16.107191 14,117.858
Blue Chip Growth
1992 . . . . . . . . . . . . $10.000000 $ 9.923524 356,487.848
1993 . . . . . . . . . . . . 9.923524 9.413546 586,908.649
1994 . . . . . . . . . . . . 9.413546 8.837480 576,875.573
1995 . . . . . . . . . . . . 8.837480 11.026969 683,051.399
1996 . . . . . . . . . . . . 11.026969 13.688523 731,368.138
1997 . . . . . . . . . . . . 13.688523 17.134232 706,018.373
Real Estate Securities
1997 . . . . . . . . . . . . $12.500000 $14.949140 38,437.470
Value
1997 . . . . . . . . . . . . $12.500000 $15.057118 51,361.154
International Growth and Income
1995 . . . . . . . . . . . . $10.000000 $10.554228 227,050.855
1996 . . . . . . . . . . . . 10.554228 11.718276 281,119.474
1997 . . . . . . . . . . . . 11.718276 11.545714 269,571.860
Growth and Income
1991 . . . . . . . . . . . . $10.000000 $10.973500 1,530,130.493
1992 . . . . . . . . . . . . 10.973500 11.927411 2,211,083.415
1993 . . . . . . . . . . . . 11.927411 12.893007 2,248,648.359
1994 . . . . . . . . . . . . 12.893007 13.076664 2,043,186.985
1995 . . . . . . . . . . . . 13.076664 16.660889 2,105,056.205
1996 . . . . . . . . . . . . 16.660889 20.178770 1,828,514.772
1997 . . . . . . . . . . . . 20.178770 26.431239 1,673,047.924
</TABLE>

63
<PAGE> 64
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity-Income
1993 . . . . . . . . . . . . $10.000000 $11.175534 251,822.076
1994 . . . . . . . . . . . . 11.175534 11.107620 562,603.632
1995 . . . . . . . . . . . . 11.107620 13.548849 818,646.261
1996 . . . . . . . . . . . . 13.548849 16.011513 751,884.340
1997 . . . . . . . . . . . . 16.011513 20.479412 736,770.570
Balanced
1997 . . . . . . . . . . . . $12.500000 $14.609853 6,353.152
Aggressive Asset Allocation
1989 . . . . . . . . . . . . $10.000000 $ 9.824046 7,476,667.034
1990 . . . . . . . . . . . . 9.824046 8.982210 6,387,718.448
1991 . . . . . . . . . . . . 8.982210 10.891189 6,407,235.310
1992 . . . . . . . . . . . . 10.891189 11.623893 6,026,587.849
1993 . . . . . . . . . . . . 11.623893 12.642493 5,042,331.574
1994 . . . . . . . . . . . . 12.642493 12.381395 3,562,197.567
1995 . . . . . . . . . . . . 12.381395 14.990551 2,708,444.950
1996 . . . . . . . . . . . . 14.990551 16.701647 2,195,447.490
1997 . . . . . . . . . . . . 16.701647 19.614359 1,834,275.557
High Yield
1997 . . . . . . . . . . . . $12.500000 $13.890491 37,067.803
Moderate Asset Allocation
1989 . . . . . . . . . . . . $10.000000 $ 9.973206 2,137,590.858
1990 . . . . . . . . . . . . 9.973206 9.221559 23,978,405.670
1991 . . . . . . . . . . . . 9.221559 11.023964 22,330,124.078
1992 . . . . . . . . . . . . 11.023964 11.772128 20,887,367.134
1993 . . . . . . . . . . . . 11.772128 12.775798 17,512,695.707
1994 . . . . . . . . . . . . 12.775798 12.396295 12,484,174.615
1995 . . . . . . . . . . . . 12.396295 14.752561 9,042,096.910
1996 . . . . . . . . . . . . 14.752561 15.995076 7,206,776.711
1997 . . . . . . . . . . . . 15.995076 18.276161 5,667,799.061
Conservative Asset Allocation
1989 . . . . . . . . . . . . $10.000000 $10.052759 11,861,277.612
1990 . . . . . . . . . . . . 10.052759 9.531831 10,705,080.076
1991 . . . . . . . . . . . . 9.531831 11.166459 8,708,253.007
1992 . . . . . . . . . . . . 11.166459 11.821212 7,777,630.143
1993 . . . . . . . . . . . . 11.821212 12.705196 6,463,981.799
1994 . . . . . . . . . . . . 12.705196 12.298940 4,556,265.387
1995 . . . . . . . . . . . . 12.298940 14.320582 3,177,786.472
1996 . . . . . . . . . . . . 14.320582 15.113142 2,507,618.496
1997 . . . . . . . . . . . . 15.113142 16.607511 1,928,258.300
Strategic Bond
1993 . . . . . . . . . . . . $10.000000 $10.750617 163,195.638
1994 . . . . . . . . . . . . 10.750617 9.965972 181,540.594
1995 . . . . . . . . . . . . 9.965972 11.716972 211,267.468
1996 . . . . . . . . . . . . 11.716972 13.250563 258,026.189
1997 . . . . . . . . . . . . 13.250563 14.500997 306,407.827
</TABLE>

64
<PAGE> 65
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Government Bond
1988 . . . . . . . . . . . . $10.000000 $10.097842 108,831.804
1989 . . . . . . . . . . . . 10.097842 10.404562 300,163.262
1990 . . . . . . . . . . . . 10.404562 11.642912 470,980.068
1991 . . . . . . . . . . . . 11.642912 13.302966 692,920.988
1992 . . . . . . . . . . . . 13.302966 13.415849 976,794.214
1993 . . . . . . . . . . . . 13.415849 15.741586 1,551,958.318
1994 . . . . . . . . . . . . 15.741586 14.630721 1,018,783.920
1995 . . . . . . . . . . . . 14.630721 17.772344 793,225.829
1996 . . . . . . . . . . . . 17.772344 19.803954 648,725.739
1997 . . . . . . . . . . . . 19.803954 20.104158 460,365.576
Capital Growth Bond
1997 . . . . . . . . . . . . $12.500000 $13.475788 0.001
Investment Quality Bond
1987 . . . . . . . . . . . . $10.000000 $10.357400 2,234,030.945
1988 . . . . . . . . . . . . 10.357400 10.937890 10,253,483.698
1989 . . . . . . . . . . . . 10.937890 12.008936 1,924,256.679
1990 . . . . . . . . . . . . 12.008936 11.517610 1,423,403.443
1991 . . . . . . . . . . . . 11.517610 13.183268 1,720,219.933
1992 . . . . . . . . . . . . 13.183268 13.936240 1,572,065.442
1993 . . . . . . . . . . . . 13.936240 15.118716 1,119,425.316
1994 . . . . . . . . . . . . 15.118716 14.216516 841,610.498
1995 . . . . . . . . . . . . 14.216516 16.751499 734,994.414
1996 . . . . . . . . . . . . 16.751499 16.943257 597,720.778
1997 . . . . . . . . . . . . 16.943257 18.336912 514,787.776
U.S. Government Securities
1988 . . . . . . . . . . . . $10.000000 $ 9.702201 10,203.403
1989 . . . . . . . . . . . . 9.702201 10.826483 300,163.430
1990 . . . . . . . . . . . . 10.826483 11.596537 366,010.353
1991 . . . . . . . . . . . . 11.596537 13.037076 720,491.624
1992 . . . . . . . . . . . . 13.037076 13.651495 1,938,232.553
1993 . . . . . . . . . . . . 13.651495 14.490734 1,478,270.571
1994 . . . . . . . . . . . . 14.490734 14.111357 909,659.824
1995 . . . . . . . . . . . . 14.111357 16.083213 954,067.593
1996 . . . . . . . . . . . . 16.083213 16.393307 710,502.942
1997 . . . . . . . . . . . . 16.393307 17.535478 763,521.806
Money Market
1987 . . . . . . . . . . . . $10.000000 $10.317570 510,079.365
1988 . . . . . . . . . . . . 10.317570 10.865066 983,327.102
1989 . . . . . . . . . . . . 10.865066 11.634481 1,480,696.936
1990 . . . . . . . . . . . . 11.634481 12.364687 4,430,249.555
1991 . . . . . . . . . . . . 12.364687 12.890414 2,754,467.033
1992 . . . . . . . . . . . . 12.890414 13.137257 2,138,783.498
1993 . . . . . . . . . . . . 13.137257 13.303085 1,659,478.414
1994 . . . . . . . . . . . . 13.303085 13.623292 3,357,660.681
1995 . . . . . . . . . . . . 13.623292 14.190910 2,370,449.919
1996 . . . . . . . . . . . . 14.190910 14.699636 1,577,496.585
1997 . . . . . . . . . . . . 14.699636 15.241915 778,379.937
Lifestyle Aggressive 1000
1997 . . . . . . . . . . . . $12.500000 $13.669625 33,037.747
Lifestyle Growth 820
1997 . . . . . . . . . . . . $12.500000 $14.033299 110,354.900
Lifestyle Balanced 640
1997 . . . . . . . . . . . . $12.500000 $14.016704 11,640.415
</TABLE>

65
<PAGE> 66
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR* AT END OF YEAR AT END OF YEAR
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lifestyle Moderate 460
1997 . . . . . . . . . . . . $12.500000 $13.825120 9,407.923
Lifestyle Conservative 280
1997 . . . . . . . . . . . . $12.500000 $11.898363 9,967.306
</TABLE>

* Units under this series of contracts were first credited under the
sub-accounts on November, 1986, except in the case of Investment Quality Bond
and Money Market where units were first credited on May 4, 1987, Global Equity,
Global Government Bond and U.S. Government Securities where units were first
credited on March 18, 1988, Aggressive Asset Allocation, Moderate Asset
Allocation and Conservative Asset Allocation where units were first credited on
August 3, 1989, Growth and Income where units were first credited on April 23,
1991, Blue Chip Growth where units were first credited on December 11, 1992,
Equity-Income and Strategic Bond where units were first credited on February
19, 1993, International Growth and Income where units were first credited on
January 9, 1995, Small/Mid Cap and International Small Cap where units were
first credited on March 4, 1996, Growth where units were first credited on July
15, 1996, Pacific Rim Emerging Markets, Science & Technology, Emerging Growth,
Pilgrim Baxter Growth, International Stock, Worldwide Growth, Quantitative
Equity, Real Estate Securities, Value, Balanced, High Yield, Capital Growth
Bond, Lifestyle Aggressive 1000, Lifestyle Growth 820, Lifestyle Balanced 640,
Lifestyle Moderate 460, Lifestyle Conservative 280 where units were first
credited on January 2, 1997 and Small Company Value where units were first
credited on October 1, 1997.

TABLE OF ACCUMULATION UNIT VALUES

Ven 1 Contracts

<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR AT END OF YEAR AT END OF YEAR
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity*
1985 . . . . . . . . . . . . $10.000000 $10.734987 385.265
1986 . . . . . . . . . . . . 10.734987 12.558028 4,651.489
1987 . . . . . . . . . . . . 12.558028 13.248428 179,246.825
1988 . . . . . . . . . . . . 13.248428 15.787546 146,228.732
1989 . . . . . . . . . . . . 15.787546 19.902359 108,382.617
1990 . . . . . . . . . . . . 19.902359 17.329021 93,278.975
1991 . . . . . . . . . . . . 17.329021 20.176180 88,873.664
1992 . . . . . . . . . . . . 20.176180 21.495619 39,451.366
1993 . . . . . . . . . . . . 21.495619 24.681624 29,876.682
1994 . . . . . . . . . . . . 24.681624 24.235928 24,893.636
1995 . . . . . . . . . . . . 24.235928 34.164256 18,792.722
1996 . . . . . . . . . . . . 34.164256 40.513296 18,983.608
1997 . . . . . . . . . . . . 40.513296 47.690851 17,422.710
Investment Quality Bond**
1985 . . . . . . . . . . . . $10.000000 $10.455832 157.237
1986 . . . . . . . . . . . . 10.455832 11.689643 2,426.738
1987 . . . . . . . . . . . . 11.689643 11.841366 164,289.054
1988 . . . . . . . . . . . . 11.841366 12.518584 157,248.809
1989 . . . . . . . . . . . . 12.518585 13.759270 113,311.078
1990 . . . . . . . . . . . . 13.759270 13.210721 100,560.220
1991 . . . . . . . . . . . . 13.210721 15.137617 75,660.271
1992 . . . . . . . . . . . . 15.137617 16.019604 38,307.149
1993 . . . . . . . . . . . . 16.019604 17.397685 25,428.550
1994 . . . . . . . . . . . . 17.397685 16.377174 17,796.020
1995 . . . . . . . . . . . . 16.377174 19.318272 13,340.073
1996 . . . . . . . . . . . . 19.318272 19.560775 11,512.775
1997 . . . . . . . . . . . . 19.560775 21.192677 10,088.494
</TABLE>

66
<PAGE> 67
<TABLE>
<CAPTION>
UNIT VALUE UNIT VALUE NUMBER OF UNITS
SUB-ACCOUNT AT START OF YEAR AT END OF YEAR AT END OF YEAR
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Money Market***
1985 . . . . . . . . . . . . $10.000000 $10.199136 108.287
1986 . . . . . . . . . . . . 10.199136 10.647679 116.902
1987 . . . . . . . . . . . . 10.647679 11.156548 69,537.264
1988 . . . . . . . . . . . . 11.156548 11.761294 40,025.230
1989 . . . . . . . . . . . . 11.761294 12.607783 43,520.107
1990 . . . . . . . . . . . . 12.607783 13.413682 41,671.105
1991 . . . . . . . . . . . . 13.413682 13.999175 35,261.861
1992 . . . . . . . . . . . . 13.999175 14.282708 9,873.140
1993 . . . . . . . . . . . . 14.282708 14.478685 5,683.780
1994 . . . . . . . . . . . . 14.478685 14.843213 4,598.398
1995 . . . . . . . . . . . . 14.843213 15.478376 7,968.626
1996 . . . . . . . . . . . . 15.478376 16.050779 5,920.354
1997 . . . . . . . . . . . . 16.050779 16.660935 5,228.240
</TABLE>

* Commencement of operations July 1, 1985
** Commencement of operations August 6, 1985
*** Commencement of operations August 23, 1985

67
<PAGE> 68
- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
THE MANUFACTURERS LIFE INSURANCE COMPANY OF
NORTH AMERICA SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

THE MANUFACTURERS LIFE INSURANCE COMPANY
OF NORTH AMERICA

FLEXIBLE PURCHASE PAYMENT INDIVIDUAL DEFERRED
COMBINATION FIXED AND VARIABLE ANNUITY CONTRACT
NON-PARTICIPATING

This Statement of Additional Information is not a Prospectus. It
contains information in addition to that described in the Prospectus and should
be read in conjunction with the Prospectus dated the same date as this
Statement of Additional Information. The Prospectus may be obtained by writing
The Manufacturers Life Insurance Company of North America at the Annuity
Service Office, P.O. Box 9230, Boston, Massachusetts 02205-9230 or telephoning
(800) 344-1029.

The date of this Statement of Additional Information is May 1, 1998

The Manufacturers Life Insurance Company of North America
116 Huntington Avenue
Boston, Massachusetts 02116
(617) 266-6004

V20/21SAI.598

<PAGE> 69
STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

<TABLE>
<S> <C>
General Information and History . . . . . . . . . . . . . . . . . . . . 3
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Services
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . 16
Servicing Agent . . . . . . . . . . . . . . . . . . . . . . . . . 16
Principal Underwriter . . . . . . . . . . . . . . . . . . . . . . 16
Cancellation of Contract . . . . . . . . . . . . . . . . . . . . . . . 16
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
<PAGE> 70
GENERAL INFORMATION AND HISTORY

The Manufacturers Life Insurance Company of North America Separate
Account A (the "Variable Account") is a separate investment account of The
Manufacturers Life Insurance Company of North America (the "Company"), a stock
life insurance company organized under the laws of Delaware in 1979. The
ultimate parent of the Company is The Manufacturers Life Insurance Company
("Manulife"), a Canadian mutual life insurance company based in Toronto,
Canada. Prior to January 1, 1996, the Company was a wholly owned subsidiary of
North American Life Assurance Company ("NAL"), a Canadian mutual life insurance
company. On January 1, 1996 NAL and Manulife merged with the combined company
retaining the name Manulife.

PERFORMANCE DATA

In calculating standardized return figures, all recurring charges (all
asset charges (mortality and expense risk fees, administrative fees)) are
reflected, and the asset charges are reflected in changes in unit values.
Standardized total return figures will be quoted assuming redemption at the end
of the period. Non-standardized total return figures reflecting redemption at
the end of the time period are calculated on the same basis as the standardized
returns. Non-standardized total return figures not reflecting redemption at
the end of the time period are calculated on the same basis as the standardized
returns except that the calculations assume no redemption at the end of the
period and do not reflect deduction of the annual contract fee. The Company
believes such non-standardized figures not reflecting redemptions at the end of
the time period are useful to contract owners who wish to assess the
performance of an ongoing contract of the size that is meaningful to the
individual contract owner.

For total return figures quoted for periods prior to the commencement
of the offering of the contract standardized performance data will be the
historical performance of the Trust portfolio from the date the applicable
sub-account of the Variable Account first became available for investment under
other contracts offered by the Company; adjusted to reflect current contract
charges. In the case of non-standardized performance, performance figures will
be the historical performance of the Trust portfolio from the inception date of
the portfolio (or in the case of the Trust portfolios created in connection
with the merger of Manulife Series Fund, Inc. into the Trust, the inception
date of the applicable predecessor Manulife Series Fund, Inc. portfolio),
adjusted to reflect current contract charges.

3
<PAGE> 71
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FIGURES
CALCULATED AS OF DECEMBER 31, 1997#

<TABLE>
<CAPTION>
===================================================================================================================
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE*
WHICHEVER IS
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pacific Rim Emerging Markets N/A N/A -37.94% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Science & Technology N/A N/A 3.17% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Small Cap -6.04% N/A 0.72% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
Emerging Growth N/A N/A 10.53% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Pilgrim Baxter Growth N/A N/A -6.76% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Small/Mid Cap 7.59% N/A 7.45% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
International Stock N/A N/A -4.31% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Worldwide Growth N/A N/A 5.66% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Global Equity 13.06% 12.51% 8.18% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Small Company Value N/A N/A -9.98% 10/01/97
- -------------------------------------------------------------------------------------------------------------------
Equity 11.53% 16.67% 13.50%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Growth 17.55% N/A 19.40% 07/15/96
- -------------------------------------------------------------------------------------------------------------------
Quantitative Equity N/A N/A 22.79% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Blue Chip Growth 19.11% 10.96% 10.78% 12/11/92
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities N/A N/A 13.53% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Value N/A N/A 14.39% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Growth & Income -6.84%% N/A 3.33% 01/09/95
- -------------------------------------------------------------------------------------------------------------------
Growth and Income 24.92% 16.77% 15.44% 04/23/91
- -------------------------------------------------------------------------------------------------------------------
Equity-Income 21.84% N/A 15.35% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Balanced N/A N/A 10.82% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Aggressive Asset Allocation 11.38% 10.44% 8.51% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
High Yield N/A N/A 5.06% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Moderate Asset Allocation 8.20% 8.57% 7.51% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Conservative Asset Allocation 3.84% 6.36% 6.21% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Strategic Bond 3.41% N/A 7.26% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Global Government Bond -4.03% 7.79% 7.31% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Capital Growth Bond N/A N/A 1.88% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

4
<PAGE> 72

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE*
WHICHEVER IS
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Quality Bond 2.27% 4.93% 5.42%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
U.S. Government Securities -1.09% 4.41% 5.82% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Money Market -1.99% 2.23% 3.93%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Aggressive 1000 N/A N/A 3.36% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Growth 820 N/A N/A 6.22% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Balanced 640 N/A N/A 6.49% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Moderate 460 N/A N/A 6.09% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Conservative 280 N/A N/A 4.56% 01/07/97
===================================================================================================================
</TABLE>

* Inception date of the sub-account of the Variable Account which invests in
the portfolio.

+ 10 year average annual return.

# See charts below for Ven 7 total return figures.

5
<PAGE> 73
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FIGURES#
(ASSUMING REDEMPTION AT THE END OF THE TIME PERIOD)
CALCULATED AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
===================================================================================================================
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE OF
WHICHEVER IS PORTFOLIO
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pacific Rim Emerging Markets* -38.40% N/A -10.58% 10/04/94
- -------------------------------------------------------------------------------------------------------------------
Science & Technology N/A N/A 3.17% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Small Cap -6.04% N/A 0.72% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
Emerging Growth N/A N/A 10.53% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Pilgrim Baxter Growth N/A N/A -6.76% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Small/Mid Cap 7.59% N/A 7.45% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
International Stock N/A N/A -4.31% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Worldwide Growth N/A N/A 5.66% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Global Equity 13.06% 12.51% 8.18% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Small Company Value N/A N/A -9.98% 10/01/97
- -------------------------------------------------------------------------------------------------------------------
Equity 11.53% 16.67% 13.50%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Growth 17.55% N/A 19.40% 07/15/96
- -------------------------------------------------------------------------------------------------------------------
Quantitative Equity* 21.97% 14.40% 13.48%+ 04/30/87
- -------------------------------------------------------------------------------------------------------------------
Blue Chip Growth 19.11% 10.96% 10.78% 12/11/92
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities* 10.70% 14.83% 14.22%+ 04/30/87
- -------------------------------------------------------------------------------------------------------------------
Value N/A N/A 14.39% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Growth & Income -6.84% N/A 3.33% 01/09/95
- -------------------------------------------------------------------------------------------------------------------
Growth and Income 24.92% 16.77% 15.44% 04/23/91
- -------------------------------------------------------------------------------------------------------------------
Equity-Income 21.84% N/A 15.35% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Balanced N/A N/A 10.82% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Aggressive Asset Allocation 11.38% 10.44% 8.51% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
High Yield N/A N/A 5.06% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Moderate Asset Allocation 8.20% 8.57% 7.51% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Conservative Asset Allocation 3.84% 6.36% 6.21% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Strategic Bond 3.41% N/A 7.26% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Global Government Bond -4.03% 7.79% 7.31% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE> 74

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE OF
WHICHEVER IS PORTFOLIO
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Growth Bond* 1.31% 4.99% 6.97%+ 06/26/84
- -------------------------------------------------------------------------------------------------------------------
Investment Quality Bond 2.27% 4.93% 5.42%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
U.S. Government Securities 1.09% 4.41% 5.82% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Money Market -1.99% 2.23% 3.93%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Aggressive 1000 N/A N/A 3.36% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Growth 820 N/A N/A 6.22% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Balanced 640 N/A N/A 6.49% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Moderate 460 N/A N/A 6.09% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Conservative 280 N/A N/A 4.56% 01/07/97
===================================================================================================================
</TABLE>

* Performance for each of these sub-accounts is based on the historical
performance of the portfolio, adjusted to reflect current contract charges. On
December 31, 1996, Manulife Series Fund, Inc. merged with the Trust.
Performance presented for these sub-accounts is based upon the performance of
the respective predecessor Manulife Series Fund, Inc. portfolio for periods
prior to December 31, 1996.

+ 10 year average annual return.

# See charts below for Ven 7 total return figures.

7
<PAGE> 75
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FIGURES#
(ASSUMING NO REDEMPTION AT THE END OF THE TIME PERIOD)
CALCULATED AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
===================================================================================================================
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE OF
WHICHEVER IS PORTFOLIO
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pacific Rim Emerging Markets* -35.04% N/A -9.28% 10/04/94
- -------------------------------------------------------------------------------------------------------------------
Science & Technology N/A N/A 9.18% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Small Cap -0.62% N/A 3.92% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
Emerging Growth N/A N/A 16.59% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Pilgrim Baxter Growth N/A N/A -1.38% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Small/Mid Cap 13.66% N/A 10.58% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
International Stock N/A N/A 1.22% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Worldwide Growth N/A N/A 11.73% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Global Equity 19.12% 13.05% 8.23% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Small Company Value N/A N/A -4.81% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Equity 17.59% 17.15% 13.54%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Growth 23.61% N/A 23.23% 07/15/96
- -------------------------------------------------------------------------------------------------------------------
Quantitative Equity* 28.03% 14.92% 13.52%+ 04/30/87
- -------------------------------------------------------------------------------------------------------------------
Blue Chip Growth 25.17% 11.54% 11.23% 12/11/92
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities* 16.76% 15.34% 14.27%+ 04/30/87
- -------------------------------------------------------------------------------------------------------------------
Value N/A N/A 20.46% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Growth & Income -1.47% N/A 4.94% 01/09/95
- -------------------------------------------------------------------------------------------------------------------
Growth and Income 30.99% 17.25% 15.62% 04/23/91
- -------------------------------------------------------------------------------------------------------------------
Equity-Income 27.90% N/A 15.87% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Balanced N/A N/A 16.88% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Aggressive Asset Allocation 17.44% 11.03% 8.57% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
High Yield N/A N/A 11.12% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Moderate Asset Allocation 14.26% 9.20% 7.56% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Conservative Asset Allocation 9.89% 7.04% 6.26% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Strategic Bond 9.44% N/A 7.94% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Global Government Bond 1.52% 8.43% 7.36% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

8
<PAGE> 76

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE OF
WHICHEVER IS PORTFOLIO
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Growth Bond* 7.20% 5.70% 7.02%+ 06/26/84
- -------------------------------------------------------------------------------------------------------------------
Investment Quality Bond 8.23% 5.64% 5.47%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
U.S. Government Securities 6.97% 5.14% 5.87% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Money Market 3.69% 3.02% 3.98%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Aggressive 1000 N/A N/A 9.38% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Growth 820 N/A N/A 12.29% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Balanced 640 N/A N/A 12.55% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Moderate 460 N/A N/A 12.16% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Conservative 280 N/A N/A 10.62% 01/07/97
===================================================================================================================
</TABLE>

+ 10 year average annual return.

# See charts below for Ven 7 total return figures.

9
<PAGE> 77
VEN 7 STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FIGURES
CALCULATED AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
===================================================================================================================
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE*
WHICHEVER IS
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pacific Rim Emerging Markets N/A N/A -37.94 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Science & Technology N/A N/A 3.17% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Small Cap -6.04% N/A 0.72% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
Emerging Growth N/A N/A 10.53% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Pilgrim Baxter Growth N/A N/A -6.76% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Small/Mid Cap 7.59% N/A 7.45% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
International Stock N/A N/A -4.31% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Worldwide Growth N/A N/A 5.66% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Global Equity 13.06% 12.63% 8.18% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Small Company Value N/A N/A -9.98% 10/01/97
- -------------------------------------------------------------------------------------------------------------------
Equity 11.53% 16.78% 13.50%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Growth 17.55% N/A 19.40% 07/15/96
- -------------------------------------------------------------------------------------------------------------------
Quantitative Equity N/A N/A 22.79% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Blue Chip Growth 19.11% 11.09% 10.91% 12/11/92
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities N/A N/A 13.53% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Value N/A N/A 14.39% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Growth & Income -6.84% N/A 3.33% 01/09/95
- -------------------------------------------------------------------------------------------------------------------
Growth and Income 24.92% 16.88% 15.57% 04/23/91
- -------------------------------------------------------------------------------------------------------------------
Equity-Income 21.84% N/A 15.47% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Balanced N/A N/A 10.82% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Aggressive Asset Allocation 11.38% 10.58% 8.51% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
High Yield N/A N/A 5.06% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Moderate Asset Allocation 8.20% 8.71% 7.51% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Conservative Asset Allocation 3.84% 6.52% 6.21% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Strategic Bond 3.41% N/A 7.41% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Global Government Bond -4.03% 7.93% 7.31% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Capital Growth Bond N/A N/A 1.88% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

10
<PAGE> 78

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE*
WHICHEVER IS
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Quality Bond 2.27% 5.10% 5.42%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
U.S. Government Securities 1.09% 4.58% 5.82% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Money Market -1.99% 2.42% 3.93%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Aggressive 1000 N/A N/A 3.36% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Growth 820 N/A N/A 6.22% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Balanced 640 N/A N/A 6.49% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Moderate 460 N/A N/A 6.09% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Conservative 280 N/A N/A 4.56% 01/07/97
===================================================================================================================
</TABLE>

* Inception date of the sub-account of the Variable Account which invests in
the portfolio.

+ 10 year average annual return.

11
<PAGE> 79
VEN 7 NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FIGURES
(ASSUMING REDEMPTION AT THE END OF THE TIME PERIOD)
CALCULATED AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
===================================================================================================================
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE OF
WHICHEVER IS PORTFOLIO
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pacific Rim Emerging Markets* -38.40% N/A -10.33% 10/04/94
- -------------------------------------------------------------------------------------------------------------------
Science & Technology N/A N/A 3.17% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Small Cap -6.04% N/A 0.72% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
Emerging Growth N/A N/A 10.53% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Pilgrim Baxter Growth N/A N/A -6.76% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Small/Mid Cap 7.59% N/A 7.45% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
International Stock N/A N/A -4.31% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Worldwide Growth N/A N/A 5.66% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Global Equity 13.06% 12.63%% 8.18% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Small Company Value N/A N/A -9.98% 10/01/97
- -------------------------------------------------------------------------------------------------------------------
Equity 11.53% 16.78% 13.50%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Growth 17.55% N/A 19.40% 07/15/96
- -------------------------------------------------------------------------------------------------------------------
Quantitative Equity* 21.97% 14.52% 13.48%+ 04/30/87
- -------------------------------------------------------------------------------------------------------------------
Blue Chip Growth 19.11% 11.09% 10.91% 12/11/92
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities* 10.70% 14.95% 14.22%+ 04/30/87
- -------------------------------------------------------------------------------------------------------------------
Value N/A N/A 14.39% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Growth & Income -6.84% N/A 3.33% 01/09/95
- -------------------------------------------------------------------------------------------------------------------
Growth and Income 24.92% 16.88% 15.57% 04/23/91
- -------------------------------------------------------------------------------------------------------------------
Equity-Income 21.84% N/A 15.47% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Balanced N/A N/A 10.82% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Aggressive Asset Allocation 11.38% 10.58% 8.51% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
High Yield N/A N/A 5.06% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Moderate Asset Allocation 8.20% 8.71% 7.51% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Conservative Asset Allocation 3.84% 6.52% 6.21% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Strategic Bond 3.41% N/A 7.41% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Global Government Bond -4.03% 7.93% 7.31% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

12
<PAGE> 80

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE OF
WHICHEVER IS PORTFOLIO
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Growth Bond* 1.31% 5.15% 6.97%+ 06/26/84
- -------------------------------------------------------------------------------------------------------------------
Investment Quality Bond 2.27% 5.10% 5.42%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
U.S. Government Securities 1.09% 4.58% 5.82% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Money Market -1.99% 2.42% 3.93%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Aggressive 1000 N/A N/A 3.36% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Growth 820 N/A N/A 6.22% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Balanced 640 N/A N/A 6.49% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Moderate 460 N/A N/A 6.09% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Conservative 280 N/A N/A 4.56% 01/07/97
===================================================================================================================
</TABLE>

* On December 31, 1996, Manulife Series Fund, Inc. merged with the Trust.
Performance presented for these sub-accounts is based upon the performance of
the respective predecessor Manulife Series Fund, Inc. portfolio for periods
prior to December 31, 1996. Performance for each of these sub-accounts is
based on the historical expenses and performance of the predecessor Manulife
Series Fund, Inc. portfolio, adjusted to reflect current contract charges, and,
therefore, does not reflect for periods prior to December 31, 1996 the current
Trust portfolio expenses that an investor would incur as a holder of units of
the sub-account.

+ 10 year average annual return.

13
<PAGE> 81
VEN 7 NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FIGURES
(ASSUMING NO REDEMPTION AT THE END OF THE TIME PERIOD)
CALCULATED AS OF DECEMBER 31, 1997

<TABLE>
<CAPTION>
===================================================================================================================
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE OF
WHICHEVER IS PORTFOLIO
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pacific Rim Emerging Markets* -35.04% N/A -9.28% 10/04/94
- -------------------------------------------------------------------------------------------------------------------
Science & Technology N/A N/A 9.18% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Small Cap -0.62% N/A 3.92% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
Emerging Growth N/A N/A 16.59% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Pilgrim Baxter Growth N/A N/A -1.38% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Small/Mid Cap 13.66% N/A 10.58% 03/04/96
- -------------------------------------------------------------------------------------------------------------------
International Stock N/A N/A 1.22% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Worldwide Growth N/A N/A 11.73% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Global Equity 19.12% 13.05% 8.23% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Small Company Value N/A N/A -4.81% 10/01/97
- -------------------------------------------------------------------------------------------------------------------
Equity 17.59% 17.15% 13.54%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Growth 23.61 N/A 23.23% 07/15/96
- -------------------------------------------------------------------------------------------------------------------
Quantitative Equity* 28.03% 14.92% 13.52%+ 04/30/87
- -------------------------------------------------------------------------------------------------------------------
Blue Chip Growth 25.17% 11.54% 11.23% 12/11/92
- -------------------------------------------------------------------------------------------------------------------
Real Estate Securities* 16.76% 15.34% 14.27%+ 04/30/87
- -------------------------------------------------------------------------------------------------------------------
Value N/A N/A 20.46% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
International Growth & Income -1.47% N/A 4.94% 01/09/95
- -------------------------------------------------------------------------------------------------------------------
Growth and Income 30.99% 17.25% 15.62% 04/23/91
- -------------------------------------------------------------------------------------------------------------------
Equity-Income 27.90% N/A 15.87% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Balanced N/A N/A 16.88% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Aggressive Asset Allocation 17.44% 11.03% 8.57% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
High Yield N/A N/A 11.12% 01/01/97
- -------------------------------------------------------------------------------------------------------------------
Moderate Asset Allocation 14.26% 9.20% 7.56% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Conservative Asset Allocation 9.89% 7.04% 6.26% 08/03/89
- -------------------------------------------------------------------------------------------------------------------
Strategic Bond 9.44% N/A 7.94% 02/19/93
- -------------------------------------------------------------------------------------------------------------------
Global Government Bond 1.52% 8.43% 7.36% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

14
<PAGE> 82

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TRUST PORTFOLIO 1 YEAR 5 YEAR SINCE INCEPTION INCEPTION
OR 10 YEARS, DATE OF
WHICHEVER IS PORTFOLIO
SHORTER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Growth Bond* 7.20% 5.70% 7.02%+ 06/26/84
- -------------------------------------------------------------------------------------------------------------------
Investment Quality Bond 8.23% 5.64% 5.47%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
U.S. Government Securities 6.97% 5.14% 5.87% 03/18/88
- -------------------------------------------------------------------------------------------------------------------
Money Market 3.69% 3.02% 3.98%+ 06/18/85
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Aggressive 1000 N/A N/A 9.38% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Growth 820 N/A N/A 12.29% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Balanced 640 N/A N/A 12.55% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Moderate 460 N/A N/A 12.16% 01/07/97
- -------------------------------------------------------------------------------------------------------------------
Lifestyle Conservative 280 N/A N/A 10.62% 01/07/97
===================================================================================================================
</TABLE>

+ 10 year average annual return.

* * * * *

In addition to the non-standardized returns quoted above, each of the
sub-accounts may from time to time quote aggregate non-standardized total
returns calculated in the same manner as set forth above for other time
periods. From time to time the Trust may include in its advertising and sales
literature general discussions of economic theories, including but not limited
to, discussions on how demographic and political trends can affect the
financial markets. Further, the Trust may also include in its advertising and
sales literature specific information on each of the Trust's subadvisers,
including but not limited to, research capabilities of a subadviser, assets
under management, information relating to other clients of a subadviser, and
other generalized information.

15
<PAGE> 83
SERVICES

INDEPENDENT AUDITORS

The financial statements of the Company and the Variable Account at
December 31, 1997 and 1996 and for the years then ended appearing in this
Statement of Additional Information have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein, and are included in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.

The consolidated statements of income, changes in shareholder's equity
and cash flows of the Company for the year ended December 31, 1995, appearing
in this Statement of Additional Information have been included elsewhere herein
in reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.

The financial statements of the Company which are included in the
Statement of Additional Information should be considered only as bearing on the
ability of the Company to meet its obligations under the contracts. They
should not be considered as bearing on the investment performance of the assets
held in the Variable Account.

SERVICING AGENT

Computer Sciences Corporation Financial Services Group ("CSC FSG")
provides to the Company a computerized data processing recordkeeping system for
variable annuity administration. CSC FSG provides various daily, semimonthly,
monthly, semiannual and annual reports including: daily updates on
accumulation unit values, variable annuity participants and transactions, agent
production and commissions; semimonthly commission statements; monthly
summaries of agent production and daily transaction reports; semiannual
statements for contract owners; and annual contract owner tax reports. CSC FSG
receives approximately $7.80 per policy per year, plus certain other fees paid
by the Company for the services provided.

PRINCIPAL UNDERWRITER

Manufacturers Securities Services, LLC ("MSS"), a Delaware limited
liability company controlled by the Company, serves as principal underwriter of
the contracts. Contracts are offered on a continuous basis. The aggregate
dollar amount of underwriting commissions paid to MSS in 1997, 1996 and 1995
were $105,479,741, $83,031,288 and $68,782,161, respectively. MSS did not
retain any of these amounts during such periods.

CANCELLATION OF CONTRACT

The Company may, at its option, cancel a contract at the end of any
two consecutive contract years in which no purchase payments by or on behalf of
the contract owner have been made, if both (i) the total purchase payments made
for the contract, less any withdrawals, are less than $2,000; and (ii) the
contract value at the end of such two year period is less than $2,000. The
Company, as a matter of administrative practice, will attempt to notify a
contract owner prior to such cancellation in order to allow the contract owner
to make the necessary purchase payment to keep the contract in force. The
cancellation of contract provisions may vary in certain states in order to
comply with the requirements of insurance laws and regulations in such states.