SEPARATE ACCOUNT THREE OF THE MANUFACT LIFE INS CO OF AM, S-6, 1998-12-24

SEPARATE ACCOUNT THREE OF THE MANUFACT LIFE INS CO OF AM
S-6, 1998-12-24

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<PAGE> 1

As filed with the Securities and Exchange Commission on December 24, 1998.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
FORM N-8B-2

SEPARATE ACCOUNT THREE OF
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
(Exact name of Registrant)

THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
(Name of Depositor)

500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(Address of Depositor's Principal Executive Offices)

James D. Gallagher Copy to:
Vice President, Secretary J. Sumner Jones, Esq.
and General Counsel Jones & Blouch L.L.P.
The Manufacturers Life Insurance 1025 Thomas Jefferson Street, NW
Company of America Washington, DC 20007
73 Tremont Street
Boston, MA 02108
(Name and Address of Agent for Service)

Title of Securities Being Registered: Variable Life Insurance Contracts

Approximate date of commencement of proposed public offering: As soon after the
effective date of this Registration Statement as is practicable.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
Separate Account Three of
The Manufacturers Life Insurance Company of America
Registration Statement on Form S-6
Cross-Reference Sheet

FORM

N-8B-2

ITEM NO. CAPTION IN PROSPECTUS

1 Cover Page; General Information About Manufacturers (Separate Account
Three)

2 Cover Page; General Information About Manufacturers (Manufacturers Life of
America)

3 *

4 Other Information (Distribution of the Policy)

5 General Information About Manufacturers Life (Separate Account Three)

6 General Information About Manufacturers (Separate Account Three)

7 *

8 *

9 Other Information (Litigation)

10 Death Benefits; Premium Payments; Charges and Deductions; Policy Value;
Policy Loans; Policy Surrender and Partial Withdrawals; Lapse and
Reinstatement; Other Provisions of the Policy; Other Information

11 General Information About Manufacturers (Manufacturers Investment Trust)

12 General Information About Manufacturers (Manufacturers Investment Trust)

13 Charges and Deductions

14 Issuing A Policy; Other Information (Responsibilities Assumed By
Manufacturers Life)

15 Issuing A Policy

16 **

17 Policy Surrender and Partial Withdrawals

18 General Information About Manufacturers

19 Other Information (Reports to Policyholders; Responsibilities Assumed By
Manufacturers Life)

20 *

21 Policy Loans

22 *
<PAGE> 3
23 **

24 Other Provisions of the Policy

25 General Information About Manufacturers (Manufacturers Life of America)

26 *

27 **

28 Other Information (Officers and Directors)

29 General Information About Manufacturers (Manufacturers Life of America)

30 *

31 *

32 *

33 *

34 *

35 **

36 *

37 *

38 Other Information (Distribution of the Policies; Responsibilities of
Manufacturers Life)

39 Other Information (Distribution of the Policies)

40 *

41 **

42 *

43 *

44 Policy Values --Determination of Policy Value; Units and Unit Values)

45 *

46 Policy Surrender and Partial Withdrawals; Other Information -- Payment of
Proceeds)

47 General Information About Manufacturers (Manufacturers Investment Trust)

48 *

49 *

50 General Information About Manufacturers
<PAGE> 4
51 Issuing a Policy; Death Benefits; Premium Payments; Charges and
Deductions; Policy Value; Policy Loans; Policy Surrender and Partial
Withdrawals; Lapse and Reinstatement; Other Policy Provisions

52 Other Information (Substitution of Portfolio Shares)

53 **

54 *

55 *

56 *

57 *

58 *

59 Financial Statements

* Omitted since answer is negative or item is not applicable.

** Omitted.
<PAGE> 5
PART I
INFORMATION REQUIRED IN PROSPECTUS
<PAGE> 6
PROSPECTUS

SEPARATE ACCOUNT THREE OF
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

VENTURE VUL

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

This prospectus describes VentureVUL, a flexible premium variable universal life
insurance policy (the "Policy") offered by The Manufacturers Life Insurance
Company of America (the "Company" or "Manufacturers Life Of America"), a stock
life insurance company that is an indirect wholly-owned subsidiary of The
Manufacturers Life Insurance Company ("Manufacturers Life").

The Policy is designed to provide lifetime insurance protection together with
flexibility as to the timing and amount of premium payments, the investments
underlying the Policy Value, and the amount of insurance coverage. This
flexibility allows the policyowner to pay premiums and adjust insurance coverage
in light of his or her current financial circumstances and insurance needs.

The Policy provides for:

(1) a Net Cash Surrender Value that can be obtained by surrendering the
Policy;

(2) policy loans and partial withdrawals; and

(3) an insurance benefit payable at the death of the life insured.

Unless the No-Lapse Guarantee is in effect, the Policy will remain in force so
long as the Net Cash Surrender Value is sufficient to cover charges assessed
against the Policy. If the No-Lapse Guarantee is in effect, the Policy will
remain in force as long as the No-Lapse Guarantee Cumulative Premium Test has
been met.

Policy Value may be accumulated on a fixed basis or vary with the investment
performance of the sub-accounts of Manufacturers Life of America's Separate
Account Three (the "Separate Account") to which the policyowner allocates net
premiums. The assets of each sub-account will be used to purchase shares of a
particular investment portfolio (a "Portfolio") of Manufacturers Investment
Trust (the "Trust"). The accompanying prospectus for the Trust, and the
corresponding statement of additional information, describe the investment
objectives of the Portfolios. The Portfolios available for allocation of Net
Premiums are shown in the Policy Summary under "Investment Options and
Investment Advisers." Other sub-accounts and Portfolios may be added in the
future.

BECAUSE OF THE SUBSTANTIAL NATURE OF THE SURRENDER CHARGES, THE POLICY IS NOT
SUITABLE FOR SHORT-TERM INVESTMENT PURPOSES. ALSO, PROSPECTIVE PURCHASERS SHOULD
NOTE THAT IT MAY NOT BE ADVISABLE TO PURCHASE A POLICY AS A REPLACEMENT FOR
EXISTING INSURANCE.

The Securities and Exchange Commission maintains a web site (http://www.sec.gov)
that contains material incorporated by reference and other information regarding
registrants that file electronically with the Commission.

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT IS
VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE TRUST.

THESE POLICIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC. NEITHER THE SEC
NOR ANY STATE HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Manufacturers Life Insurance Company of America
500 North Woodward Avenue
Bloomfield Hills, Michigan 48304

The date of this Prospectus is _____, 1999
<PAGE> 7
TABLE OF CONTENTS

COVER PAGE
TABLE OF CONTENTS
DEFINITIONS
POLICY SUMMARY
General...............................................................
Death Benefits........................................................
Premiums..............................................................
Policy Value..........................................................
Policy Loans..........................................................
Surrender and Partial Withdrawals.....................................
Lapse and Reinstatement...............................................
Charges and Deductions................................................
Investment Options and Investment Advisers............................
Table of Charges and Deductions.......................................
Table of Investment Management Fees and Expenses......................
Table of Investment Options and Investment Advisers...................
GENERAL INFORMATION ABOUT MANUFACTURERS
Manufacturers Life of America.........................................
Separate Account Three................................................
Manufacturers Investment Trust........................................
Investment Objectives of the Portfolios...............................
ISSUING A POLICY
Requirements..........................................................
Temporary Insurance Agreement.........................................
Underwriting..........................................................
Right to Examine the Policy...........................................
DEATH BENEFITS
Life Insurance Qualification..........................................
Death Benefit Options.................................................
Changing the Face Amount..............................................
PREMIUM PAYMENTS
Initial Premiums......................................................
Subsequent Premiums...................................................
Maximum Premium Limitation............................................
Premium Allocation....................................................
CHARGES AND DEDUCTIONS
Premium Load..........................................................
Surrender Charges.....................................................
Mortality and Expense Risk Charge.....................................
Charges Assessed Against Assets of the Investment Accounts............
Charges for Transfers.................................................
Reduction in Charges..................................................
SPECIAL PROVISIONS FOR EXCHANGES
COMPANY TAX CONSIDERATIONS
POLICY VALUE
Determination of the Policy Value.....................................
<PAGE> 8
Units and Unit Values.................................................
Transfers of Policy Value.............................................
POLICY LOANS
Effect of Policy Loan.................................................
Interest Charged on Policy Loans......................................
Loan Account..........................................................
POLICY SURRENDER AND PARTIAL WITHDRAWALS
Policy Surrender......................................................
Partial Withdrawals...................................................
LAPSE AND REINSTATEMENT
Lapse.................................................................
No Lapse Guarantee....................................................
No-Lapse Guarantee Cumulative Premium Test............................
Reinstatement.........................................................
THE GENERAL ACCOUNT
Fixed Account.........................................................
OTHER PROVISIONS OF THE POLICY
Policyowner Rights....................................................
Beneficiary...........................................................
Incontestability......................................................
Misstatement of Age or Sex............................................
Suicide Exclusion.....................................................
Supplementary Benefits................................................
TAX TREATMENT OF THE POLICY
Life Insurance Qualification..........................................
Tax Treatment of Policy Benefits......................................
Alternate Minimum Tax.................................................
Income Tax Reporting..................................................
OTHER INFORMATION
Payment of Proceeds...................................................
Reports to Policyowners...............................................
Distribution of the Policies..........................................
Responsibilities of Manufacturers Life................................
Voting Rights.........................................................
Substitution of Portfolio Shares......................................
Records and Accounts..................................................
State Regulations.....................................................
Litigation............................................................
Accountants...........................................................
Further Information...................................................
Officers and Directors................................................
Impact of Year 2000...................................................
Illustrations.........................................................

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, THE PROSPECTUS OF MANUFACTURERS INVESTMENT TRUST, OR THE
STATEMENT OF ADDITIONAL INFORMATION OF MANUFACTURERS INVESTMENT TRUST.

Examine this prospectus carefully. The Policy Summary will briefly describe the
Policy. More detailed information will be found further in the prospectus.

3
<PAGE> 9
DEFINITIONS

Additional Rating

is an increase to the Cost of Insurance Rate for insureds who do not meet, at a
minimum, the Company's underwriting requirements for the standard Risk
Classification.

Age

on any date is the life insured's age on his or her birthday nearest to the
Policy Date. If no specific age is mentioned, age means the life insured's age
on the Policy Anniversary nearest to the birthday.

Attained Age

is the Age plus the number of whole years that have elapsed since the Policy
Date.

Business Day

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

Cash Surrender Value

is the Policy Value less the Surrender Charge and any outstanding Monthly
Deductions due.

Effective Date

is the date the Company becomes obligated under the Policy. It is the date the
underwriters approve issuance of the policy. If the policy is approved without
the initial premium, the Effective Date will be the date the Company receives at
least the minimum initial premium at our Service Office. In either case, the
Company will take the first Monthly Deduction on the Effective Date.

Gross Withdrawal

is the amount of partial Net Cash Surrender Value the policyowner requests plus
any Surrender Charge applicable to the withdrawal.

Fixed Account

is that part of the Policy Value which reflects the value the policyowner has in
the general account of the Company.

Investment Account

is that part of the Policy Value which reflects the value the policyowner has in
one of the sub-accounts of the Separate Account.

4
<PAGE> 10
Issue Date

is the date the Company issued the Policy. The Issue Date is also the date from
which the Suicide and Validity provisions of the Policy are measured.

Life Insured

is the person whose life is insured under this policy.

Loan Account

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

Monthly No-Lapse Guarantee Premium

is one twelfth the No-Lapse Guarantee Premium.

Net Cash Surrender Value

is the Cash Surrender Value less the Policy Debt.

Net Policy Value

is the Policy Value less the value in the Loan Account.

Net Premium

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

No-Lapse Guarantee

When the Policy is in the No-Lapse Guarantee Period, as long as the No-Lapse
Guarantee Cumulative Premium Test is met, the Policy will not lapse, even when
the Net Cash Surrender Value falls to or below zero.

No-Lapse Guarantee Period

is the period, set at issue, during which the No-Lapse Guarantee is provided.
The No-Lapse Guarantee period is fixed at the lesser of ten years or age 95,
depending upon applicable state law.

No-Lapse Guarantee Premium

is the annual premium used to determine the Monthly No-Lapse Guarantee Premium.
It is set at issue and is recalculated, prospectively, whenever any of the
following changes occur under the Policy:.

- - the face amount of insurance changes.

- - a Supplementary Benefit is added, changed or terminated.

- - the risk classification of the life insured changes.

- - a temporary Additional Rating is added (due to a face amount increase), or
terminated.

- - the Death Benefit Option Changes.

No-Lapse Guarantee Cumulative Premium

is the minimum amount due to satisfy the No-Lapse Guarantee Cumulative Premium
Test. This amount equals the sum, from issue to the date of the test, of the
Monthly No-Lapse Guarantee Premiums.
5
<PAGE> 11
No-Lapse Guarantee Cumulative Premium Test

is a test that, if satisfied, will keep the policy in force when the Net Cash
Surrender Value is less than zero. The test is satisfied if the sum of all
premiums paid, less any gross partial withdrawals and less any Policy Debt, is
greater than or equal to the sum of the monthly No-Lapse Guarantee Premiums due
since the Policy Date.

Policy Date

is the date from which charges for the first monthly deduction are calculated,
and the date from which Policy Years, Policy Months, and Policy Anniversaries
are determined.

Policy Debt

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

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

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

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

Policy Value

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

Service Office Address

is 200 Bloor Street East, Toronto, Ontario, Canada M4W 1E5.

Surrender Charge Period

is the period following the Issue Date or following any increase in Face Amount
during which the Company will assess surrender charges. Surrender charges will
apply during this period if the policy terminates due to default, if the
policyowner surrenders the policy or makes a partial withdrawal.

Written Request

is the policyowner's request to the Company which must be in a form satisfactory
to the Company, signed and dated by the policyowner, and received at the Service
Office.

POLICY SUMMARY

GENERAL

The Policy is a flexible premium variable universal life insurance policy. The
following summary is intended to provide a general description of the most
important features of the Policy. It is not comprehensive and is qualified in
its entirety by the more detailed information contained in this prospectus.
Unless otherwise indicated or required by the context, the discussion throughout
this prospectus assumes that the Policy has not gone into default, there is no
outstanding Policy Debt, and the

6
<PAGE> 12
death benefit is not determined by the minimum death benefit percentage. The
Policy's provisions may vary in some states.

DEATH BENEFITS

The Policy provides a death benefit in the event of the death of the life
insured. There are two death benefit options. Under Option 1 the death benefit
is the Face Amount of the Policy at the date of death or, if greater, the
Minimum Death Benefit applied under the Guideline Premium Test, if in effect.
Under Option 2 the death benefit is the Face Amount plus the Policy Value of the
Policy at the date of death or, if greater, the Minimum Death Benefit applied
under the Guideline Premium Test, if in effect. The policyowner may change the
death benefit option and increase or decrease the Face Amount.

PREMIUMS

Premium payments may be made at any time and in any amount, subject to certain
limitations as described under "Premium Payments - Subsequent Premiums." Net
Premiums will be allocated, according to the policyowner's instructions, to one
or more of the general account and the sub-accounts of Manufacturers Life of
America's Separate Account Three. Allocation instructions may be changed at any
time and transfers among the accounts may be made.

POLICY VALUE

The Policy has a Policy Value reflecting premiums paid, certain charges for
expenses and cost of insurance, and the investment performance of the accounts
to which the policyowner has allocated premiums. The policyowner may obtain a
portion of the Policy Value by taking a policy loan or a partial withdrawal, or
by full surrender of the Policy.

POLICY LOANS

The policyowner may borrow an amount not to exceed 90% of the Net Cash Surrender
Value of the Policy. Loan interest at a rate of 5.25% during the first ten
Policy Years and 4% thereafter is due and payable in arrears on each Policy
Anniversary. All outstanding Policy Debt will be deducted from proceeds payable
at the insured's death, or upon surrender.

SURRENDER AND PARTIAL WITHDRAWALS

The policyowner may make a partial withdrawal of the Policy Value. A partial
withdrawal may result in a reduction in the Face Amount of the Policy and an
assessment of a portion of the surrender charges to which the Policy is subject.

A Policy may be surrendered for its Net Cash Surrender Value at any time while
the life insured is living. The Net Cash Surrender Value is equal to the Policy
Value less Surrender Charges, outstanding Monthly Deductions due and the
Policy Debt.

LAPSE AND REINSTATEMENT

Unless the No-Lapse Guarantee Cumulative Premium Test has been met, a Policy
will lapse (and terminate without value) when the Net Cash Surrender Value is
insufficient to pay the next monthly deduction and a grace period of 61 days
expires without an adequate payment being made by the policyowner.

The Policy therefore, differs in two important respects from conventional life
insurance policies. First, the failure to make planned premium payments will not
itself cause a Policy to lapse. Second, a Policy can lapse even if planned
premiums have been paid.

7
<PAGE> 13
A lapsed Policy may be reinstated by the policyowner at any time within the five
year period following lapse provided the Policy was not surrendered for its Net
Cash Surrender Value. Evidence of insurability is required, along with a certain
amount of premium as described under "Reinstatement."

CHARGES AND DEDUCTIONS

The Company assesses certain charges and deductions in connection with the
Policy. These include: (i) charges assessed monthly for mortality and expense
risks, cost of insurance, administration expenses, (ii) loads deducted from
premiums paid (iii) and charges assessed on surrender or lapse. These charges
are summarized in the Table of Charges and Deductions. At the Company's
discretion, the policyowner may request that the sum of all charges assessed
monthly for mortality and expense risks, cost of insurance and administration
expenses be deducted from the Fixed Account or one of the sub-accounts of the
Separate Account.

INVESTMENT OPTIONS AND INVESTMENT ADVISERS

Net Premiums may be allocated to the general account or to one or more of the
sub-accounts of Manufacturers Life of America's Separate Account Three. Each of
the sub-accounts invests in the shares of one of the Portfolios of the Trust.
The Trust receives investment advisory services from Manufacturers Securities
Services, LLC ("MSS"). MSS is a registered investment adviser under the
Investment Advisers Act of 1940. The Trust also employs subadvisers. The Table
of Investment Options and Investment Advisers shows the subadvisers that provide
investment subadvisory services to the indicated Portfolios.

INVESTMENT MANAGEMENT FEES AND EXPENSES

The Separate Account purchases shares of the Portfolios at net asset value. The
net asset value of those shares reflects investment management fees and certain
expenses. The fees and expenses for each Portfolio for the Trust's last fiscal
year are shown in the Table of Investment Management Fees and Expenses. These
fees and expenses are described in detail in the accompanying Trust prospectus
to which reference should be made.

8
<PAGE> 14
Table of Charges and Deductions

Premium Load 6.6% of each premium paid during the first 10 Policy Years
and 3.6% thereafter.

Surrender Charges A Surrender Charge is applicable for 10 years from
the Policy Date or an increase in Face Amount. The
Surrender Charge for the Initial Face Amount is determined
by the following formula:

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

The Grading Percentage is based on the policy year in which
the transaction causing the assessment of the charge occurs
and is set forth in a table under "Surrender Charges".

The Surrender Charge Rate is calculated as follows:

<TABLE>
<S> <C> <C>
Surrender Charge Rate = (Rate per $1,000 of Face) + 80% x (Surrender Charge Premium)
</TABLE>

The Rate per $1,000 of Face is based on the age at which
the transaction causing the assessment of the charge occurs
and is set forth in a table under "Surrender Charges".

The Surrender Charge Premium is the lesser of:

(a) the premiums paid during the first policy year (or
premiums attributable to a Face Amount increase) per
thousand of Face Amount, and,

(b) the Surrender Charge Premium Limit specified in the
Policy per thousand and Face Amount

The premiums attributable to a Face Amount increase will
equal a portion of each payment made within one year of the
increase plus a portion of the Policy Value at the time of
the increase.

A portion of this charge will be assessed on a partial
withdrawal.

Monthly An administration charge of $30 per policy month will be
Deductions deducted in the first policy year. In subsequent years, the
administration charge be $15 per Policy Month.

The cost of insurance charge

Any additional charges for supplementary benefits.

A mortality and expense risks charge. This charge varies by
Policy Year as follows:
<TABLE>
<CAPTION>
Guaranteed Monthly Guaranteed Annual
Policy Years Mortality and Expense Mortality and
Risks Charge Expense Risks Charge

All of the above charges are deducted from the Net Policy
Value.

9
<PAGE> 15
Loan Charges A fixed loan interest rate of 5.25% during the first 10
Policy Years and 4% thereafter. Interest credited to
amounts in the Loan Account guaranteed not to be less than
4% at all times. The maximum loan amount is 90% of the Net
Cash Surrender Value.

Transfer Charge A charge of $25 per transfer for each transfer in excess of
12 in a Policy Year.

TABLE OF INVESTMENT MANAGEMENT FEES AND EXPENSES

ANNUAL EXPENSES OF EACH PORTFOLIO
(as a percentage of a Portfolio's average net assets)
<TABLE>
<CAPTION>
OTHER EXPENSES
MANAGEMENT (AFTER EXPENSE TOTAL TRUST
PORTFOLIO FEES REIMBURSEMENT)*** ANNUAL EXPENSES
<S> <C> <C> <C>
Aggressive Growth
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 Small Company.............. 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%
Growth
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%
Equity Index........................ 0.250% 0.15%**** 0.40%****
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
Growth and Income................... 0.750% 0.040% 0.790%
Equity-Income....................... 0.800% 0.050% 0.850%
Balanced
Balanced............................ 0.800% 0.080% 0.880%
Aggressive Asset Allocation......... 0.750% 0.150% 0.900%
Bond
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%
</TABLE>

10
<PAGE> 16
<TABLE>
<CAPTION>
OTHER EXPENSES
MANAGEMENT (AFTER EXPENSE TOTAL TRUST
PORTFOLIO FEES REIMBURSEMENT)*** ANNUAL EXPENSES
<S> <C> <C> <C>
Money Market
Money Market........................ 0.500% 0.040% 0.540%
Lifestyle
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>

#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 ** below.

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

**Reflects expenses of the other portfolios of the Trust in which the Lifestyle
Trust invests ("Underlying Portfolios"). MSS 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 ended 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, MSS 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.

****Under the Advisory Agreement, MSS has agreed to reduce its advisory fee or
reimburse the Equity Index Trust if the total of all expenses (excluding
advisory fees, taxes, portfolio brokerage commissions, interest, litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Trust's business) exceed an annual rate of 0.15% of the
average annual net assets of the Equity Index Trust. The expense limitation will
continue in effect from year to year unless otherwise terminated at any year end
by MSS on 30 days' notice to the Trust. If this expense reimbursement had not
been in effect, Total Trust Annual Expenses would have been 0.57%, and Other
Expenses would have been 0.32%, of the average annual net assets of the Equity
Index Trust.

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<PAGE> 17
TABLE OF INVESTMENT OPTIONS AND INVESTMENT ADVISERS

<TABLE>
<CAPTION>
Portfolio Subadviser
<S> <C>
Aggressive Growth
Pacific Rim Emerging Market Trust Manufacturers Adviser Corporation*
Science and Technology Trust T. Rowe Price Associates, Inc.
International Small Cap Trust Founders Asset Management, Inc.
Emerging Small Company Trust Warburg, Pincus Counsellors, Inc.
Pilgrim Baxter Growth Trust Pilgrim, Baxter & Associates, Ltd.
Small/Mid Cap Trust Fred Alger Management, Inc.
International Stock Trust Rowe Price-Fleming International, Inc.
Growth
Worldwide Growth Trust Founders Asset Management LLC
Global Equity Trust Morgan Stanley Asset Management, Inc.
Small Company Value Trust Rosenberg Institutional Equity Management
Equity Trust Fidelity Management Trust Company
Growth Trust Founders Asset Management, Inc.
Quantitative Equity Trust Manufacturers Adviser Corporation*
Equity Index Trust Manufacturers Adviser Corporation*
Blue Chip Growth Trust T. Rowe Price Associates, Inc.
Real Estate Securities Trust Manufacturers Adviser Corporation*
Growth and Income
Value Trust Miller Anderson & Sherrerd, LLP
International Growth and Income Trust J.P. Morgan Investment Management, Inc.
Growth and Income Trust Wellington Management Company
Equity Income Trust T. Rowe Price Associates, Inc.
Balanced
Balanced Trust Founders Asset Management LLC
Aggressive Asset Allocation Trust Fidelity Management Trust Company
Moderate Asset Allocation Trust Fidelity Management Trust Company
Conservative Asset Allocation Trust Fidelity Management Trust Company
Bond
High Yield Trust Miller Anderson & Sherrerd, LLP
Strategic Bond Trust Salomon Brothers Asset Management, Inc.
Global Government Bond Trust Oechsle International Advisors, LLC
Capital Growth Bond Trust Manufacturers Adviser Corporation*
Investment Quality Bond Trust Wellington Management Company
U.S. Government Securities Trust Salomon Brothers Asset Management, Inc.
Money Market
Money Market Trust Manufacturers Adviser Corporation*
Lifestyle
Lifestyle Aggressive Growth 1000 Trust Manufacturers Adviser Corporation*
Lifestyle Growth 820 Trust Manufacturers Adviser Corporation*
Lifestyle Balanced 640 Trust Manufacturers Adviser Corporation*
Lifestyle Moderate 460 Trust Manufacturers Adviser Corporation*
Lifestyle Conservative 280 Trust Manufacturers Adviser Corporation*
</TABLE>

* Manufacturers Adviser Corporation is an indirect wholly-owned subsidiary of
Manufacturers Life.

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<PAGE> 18
GENERAL INFORMATION ABOUT MANUFACTURERS

MANUFACTURERS LIFE OF AMERICA

Manufacturers Life of America is a stock life insurance company organized under
the laws of Pennsylvania on April 11, 1977 and redomesticated under the laws of
Michigan on December 9, 1992. It is a licensed life insurance company in the
District of Columbia and all states of the United States except New York. The
ultimate parent of Manufacturers Life of America is Manufacturers Life, a mutual
life insurance company based in Toronto, Canada. Manufacturers Life and its
subsidiaries, together, constitute one of the largest life insurance companies
in North America and rank among the 60 largest life insurers in the world as
measured by assets. However, neither Manufacturers Life of America nor
Manufacturers Life guarantees the investment performance of the Separate
Account.

On January 20, 1998, the Board of Directors of Manufacturers Life asked the
management of Manufacturers Life to prepare a plan for conversion of
Manufacturers Life from a mutual life insurance company to an investor owned,
publicly traded stock company. Any demutualization plan for Manufacturers Life
is subject to the approval of the Manulife Board of Directors and policyowners
as well as regulatory approval.

RATINGS

Manufacturers Life and Manufacturers Life of America have received the following
ratings from independent rating agencies:

Standard and Poor's Insurance Ratings Service: AA+ (for claims paying ability)
A.M. Best Company: A++ (for financial strength)
Duff & Phelps Credit Rating Co.: AAA (for claims paying ability)
Moody's Investors Service, Inc.: Aa2 (for financial strength)

These ratings, which are current as of the date of this prospectus and are
subject to change, are assigned to The Manufacturers Life Insurance Company of
America as a measure of the Company's ability to honor the death benefit but not
specifically to its products, the performance (return) of these products, the
value of any investment in these products upon withdrawal or to individual
securities held in any portfolio.

SEPARATE ACCOUNT THREE

Manufacturers Life of America established its Separate Account Three on August
22, 1986 as a separate account under Pennsylvania Law. Since December 9, 1992,
it has been operated under Michigan Law. The Separate Account holds assets that
are segregated from all of Manufacturers Life of America's other assets. The
Separate Account is currently used only to support variable life insurance
policies.

ASSETS OF THE SEPARATE ACCOUNT

Manufacturers Life of America is the legal owner of the assets in the Separate
Account. The income, gains, and losses of the Separate Account, whether or not
realized, are, in accordance with applicable contracts, credited to or charged
against the Account without regard to the other income, gains, or losses of
Manufacturers Life of America. Manufacturers Life of America will at all times
maintain assets in the Separate Account with a total market value at least equal
to the reserves and other liabilities relating to variable benefits under all
policies participating in the Separate Account. These assets may not be charged
with liabilities which arise from any other business Manufacturers Life of
America conducts. However, all obligations under the variable life insurance
policies are general corporate obligations of Manufacturers Life of America.

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<PAGE> 19
REGISTRATION

The Separate Account is registered with the Securities and Exchange Commission
("S.E.C.") under the Investment Company Act of 1940 ("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, rather than in a portfolio of unspecified securities.
Registration under the 1940 Act does not involve any supervision by the S.E.C.
of the management or investment policies or practices of the Separate Account.
For state law purposes the Separate Account is treated as a part or division of
Manufacturers Life of America.

MANUFACTURERS INVESTMENT TRUST

Each sub-account of the Separate Account will purchase shares only of a
particular Portfolio. The Trust is registered under the 1940 Act as an open-end
management investment company. The Separate Account will purchase and redeem
shares of the Portfolios at net asset value. Shares will be redeemed to the
extent necessary for Manufacturers Life of America to provide benefits under the
Policies, to transfer assets from one sub-account to another or to the general
account as requested by policyowners, and for other purposes not inconsistent
with the Policies. Any dividend or capital gain distribution received from a
Portfolio with respect to the Policies will be reinvested immediately at net
asset value in shares of that Portfolio and retained as assets of the
corresponding sub-account.

The Trust shares are issued to fund benefits under both variable annuity
contracts and variable life insurance policies issued by the Company or life
insurance companies affiliated with the Company. Manufacturers Life of America
may also purchase shares through its general account for certain limited
purposes including initial portfolio seed money. For a description of the
procedures for handling potential conflicts of interest arising from the funding
of such benefits see the accompanying Trust prospectus.

INVESTMENT OBJECTIVES OF THE PORTFOLIOS

The investment objectives and certain policies of the Portfolios currently
available to policyowners through corresponding sub-accounts are set forth
below. There is, of course, no assurance that these objectives will be met. A
full description of the Trust, its investment objectives, policies and
restrictions, the risks associated therewith, its expenses, and other aspects of
its operation is contained in the accompanying Trust prospectus, which should be
read together with this prospectus.

AGGRESSIVE GROWTH PORTFOLIOS

PACIFIC RIM EMERGING MARKETS TRUST.

The investment objective of the Pacific Rim Emerging Markets Trust is to achieve
long-term growth of capital. Manufacturers Adviser Corporation ("MAC") manages
the Pacific Rim Emerging Markets Trust and seeks to achieve this investment
objective by investing in a diversified portfolio that is comprised primarily of
common stocks and equity-related securities of corporations domiciled in
countries of the Pacific Rim region.

SCIENCE & TECHNOLOGY TRUST

The investment objective of the Science and Technology Trust is long-term growth
of capital. Current income is incidental to the portfolio's objective. T. Rowe
Price Associates, Inc. manages the Science & Technology Trust.

INTERNATIONAL SMALL CAP TRUST

The investment objective of the International Small Cap Trust is to seek
long-term capital appreciation. Founders Asset Management LLC ("Founders")
manages the International Small Cap Trust and will

14
<PAGE> 20
pursue this objective by investing primarily in securities issued by foreign
companies which have total market capitalizations or annual revenues of $1
billion or less. These securities may represent companies in both established
and emerging economies throughout the world.

EMERGING SMALL COMPANY TRUST

The investment objective of the Emerging Small Company Trust (prior to November
2, 1998, the "Emerging Growth Trust") is maximum capital appreciation. Warburg,
Pincus Counsellors, Inc. manages the Emerging Small Company Trust and will
pursue this objective by investing primarily in a portfolio of equity securities
of domestic companies. The Emerging Small Company Trust ordinarily will invest
at least 65% of its total assets in common stocks or warrants of emerging small
companies that represent attractive opportunities for maximum capital
appreciation.

PILGRIM BAXTER GROWTH TRUST

The investment objective of the Pilgrim Baxter Growth Trust is capital
appreciation. Pilgrim, Baxter & Associates, Ltd. ("PBHG") manages the Pilgrim
Baxter Growth Trust and seeks to achieve its objective by investing in companies
believed by PBHG to have an outlook for strong earnings growth and potential for
significant capital appreciation.

SMALL/MID CAP TRUST

The investment objective of the Small/Mid Cap Trust is to seek long-term capital
appreciation. Fred Alger Management, Inc. manages the Small/Mid Cap Trust and
will pursue this objective by investing at least 65% of the portfolio's total
assets (except during temporary defensive periods) in small/mid cap equity
securities.

INTERNATIONAL STOCK TRUST

The investment objective of the International Stock Trust is to achieve
long-term growth of capital. Rowe Price-Fleming International, Inc. manages the
International Stock Trust and seeks to obtain this objective by investing
primarily in common stocks of established, non-U.S. companies.

GROWTH PORTFOLIOS

WORLDWIDE GROWTH TRUST

The investment objective of the Worldwide Growth Trust is long-term growth of
capital. Founders manages the Worldwide Growth Trust and seeks to attain this
objective by normally investing at least 65% of its total assets in equity
securities of growth companies in a variety of markets throughout the world.

GLOBAL EQUITY TRUST

The investment objective of the Global Equity Trust is long-term capital
appreciation. Morgan Stanley Asset Management Inc. manages the Global Equity
Trust and intends to pursue this objective by investing primarily in equity
securities throughout the world, including U.S. issuers.

SMALL COMPANY VALUE TRUST

The investment objective of the Small Company Value Trust is to seek long-term
growth of capital. Rosenberg Institutional Equity Management ("Rosenberg")
manages the Small Company Value Trust and intends to pursue this objective by
investing in equity securities of smaller companies which are traded principally
in the markets of the United States.

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<PAGE> 21
EQUITY TRUST

The principal investment objective of the Equity Trust is growth of capital.
Current income is a secondary consideration although growth of income may
accompany growth of capital. Fidelity Management Trust Company manages the
Equity Trust and seeks to attain the foregoing objective by investing primarily
in common stocks of United States issuers or securities convertible into or
which carry the right to buy common stocks.

GROWTH TRUST

The investment objective of the Growth Trust is to seek long-term growth of
capital. Founders manages the Growth Trust and will pursue this objective by
investing, under normal market conditions, at least 65% of its total assets in
common stocks of well-established, high-quality growth companies that Founders
believes have the potential to increase earnings faster than the rest of the
market.

QUANTITATIVE EQUITY TRUST

The investment objective of the Quantitative Equity Trust (formerly the "Common
Stock Fund") is 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. MAC manages the Quantitative Equity Trust.

EQUITY INDEX TRUST

The investment objective of the Equity Index Trust is to achieve investment
results which approximate the total return of publicly traded common stocks in
the aggregate, as represented by the Standard & Poor's 500 Composite Stock Price
Index. MAC manages the Equity Index Trust.

BLUE CHIP GROWTH TRUST

The primary investment objective of the Blue Chip Growth Trust is to provide
long-term growth of capital. Current income is a secondary objective, and many
of the stocks in the Portfolio are expected to pay dividends. T. Rowe Price
Associates, Inc. manages the Blue Chip Growth Trust.

REAL ESTATE SECURITIES TRUST

The investment objective of the Real Estate Securities Trust is to achieve a
combination of long-term capital appreciation and satisfactory current income by
investing in real estate related equity and debt securities. MAC manages the
Real Estate Securities Trust.

GROWTH & INCOME PORTFOLIOS

VALUE TRUST

The investment objective of the Value Trust is to realize an above-average total
return over a market cycle of three to five years, consistent with reasonable
risk. Miller Anderson & Sherrerd, LLP ("MAS") manages the Value Trust and seeks
to attain this objective 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.

INTERNATIONAL GROWTH AND INCOME TRUST

The investment objective of the International Growth and Income Trust is to seek
long-term growth of capital and income. The portfolio is designed for investors
with a long-term investment horizon who want to take advantage of investment
opportunities outside the United States. J.P. Morgan Investment Management Inc.
manages the International Growth and Income Trust.

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<PAGE> 22
GROWTH AND INCOME TRUST

The investment objective of the Growth and Income Trust is to provide long-term
growth of capital and income consistent with prudent investment risk. Wellington
Management Company manages the Growth and Income Trust and seeks to achieve the
Trust's objective by investing primarily in a diversified portfolio of common
stocks of U.S. issuers which Wellington Management Company believes are of high
quality.

EQUITY-INCOME TRUST

The investment objective of the Equity-Income Trust (prior to December 31, 1996,
the "Value Equity Trust") is to provide substantial dividend income and also
long-term capital appreciation. T. Rowe Price Associates, Inc. manages the
Equity-Income Trust and seeks to attain this objective by investing primarily in
dividend-paying common stocks, particularly of established companies with
favorable prospects for both increasing dividends and capital appreciation.

BALANCED PORTFOLIOS

BALANCED TRUST

The investment objective of the Balanced Trust is current income and capital
appreciation. Founders is the manager of the Balanced Trust and seeks to attain
this objective by investing in a balanced portfolio of common stocks, U.S. and
foreign government obligations and a variety of corporate fixed-income
securities.

AUTOMATIC ASSET ALLOCATION TRUSTS (AGGRESSIVE, MODERATE, AND CONSERVATIVE)

The investment objective of each of the Automatic Asset Allocation Trusts is to
realize the highest potential total return consistent with a specified level of
risk tolerance - conservative, moderate, or aggressive. The amount of each
Portfolio's assets invested in each category of securities - debt, equity, and
money market - is dependent upon the judgment of Fidelity Management Trust
Company as to what percentages of each Portfolio's assets in each category will
contribute to the limitation of risk and the achievement of its investment
objective.

BOND PORTFOLIOS

HIGH YIELD TRUST

The investment objective of High Yield Trust is to realize an above-average
total return over a market cycle of three to five years, consistent with
reasonable risk. MAS manages the High Yield Trust and seeks to attain this
objective by investing primarily in high yield debt securities, including
corporate bonds and other fixed-income securities.

STRATEGIC BOND TRUST

The investment objective of the Strategic Bond Trust is to seek a high level of
total return consistent with preservation of capital. The Strategic Bond Trust
seeks to achieve its objective by giving its Subadviser, Salomon Brothers Asset
Management Inc ("SBAM") broad discretion to deploy the Strategic Bond Trust's
assets among certain segments of the fixed-income market as SBAM believes will
best contribute to the achievement of the portfolio's objective.

GLOBAL GOVERNMENT BOND TRUST

The investment objective of the Global Government Bond Trust is to seek a high
level of total return by placing primary emphasis on high current income and the
preservation of capital. Oechsle International Advisors, LLC manages the Global
Government Bond Trust and intends to pursue this objective by

17
<PAGE> 23
investing primarily in a selected global portfolio of high-quality, fixed-income
securities of foreign and U.S. governmental entities and supranational issuers.

CAPITAL GROWTH BOND TRUST

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

INVESTMENT QUALITY BOND TRUST

The investment objective of the Investment Quality Bond Trust is to provide a
high level of current income consistent with the maintenance of principal and
liquidity. Wellington Management Company manages the Investment Quality Bond
Trust and seeks to achieve the Trust's objective by investing primarily in a
diversified portfolio of investment grade corporate bonds and U.S. Government
bonds with intermediate to longer term maturities.

U.S. GOVERNMENT SECURITIES TRUST

The investment objective of the U.S. Government Securities Trust is to obtain a
high level of current income consistent with preservation of capital and
maintenance of liquidity. SBAM manages the U.S. Government Securities Trust and
seeks to attain its objective by investing a substantial portion of its assets
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.

MONEY MARKET PORTFOLIO

MONEY MARKET TRUST

The investment objective of the Money Market Trust is to obtain maximum current
income consistent with preservation of principal and liquidity. MAC manages the
Money Market Trust and seeks to achieve this objective by investing in high
quality, U.S. dollar denominated money market instruments.

LIFESTYLE PORTFOLIOS

LIFESTYLE AGGRESSIVE 1000 TRUST

The investment objective of the Lifestyle Aggressive 1000 Trust is to provide
long-term growth of capital. Current income is not a consideration. MAC manages
the Lifestyle Aggressive 1000 Trust and seeks to achieve this objective by
investing approximately 100% of the Lifestyle Trust's assets in Underlying
Portfolios which invest primarily in equity securities.

LIFESTYLE GROWTH 820 TRUST

The investment objective of the Lifestyle Growth 820 Trust is to provide
long-term growth of capital with consideration also given to current income. MAC
manages the Lifestyle Growth 820 Trust and seeks to achieve this objective by
investing approximately 20% of the Lifestyle Trust's assets in Underlying
Portfolios which invest primarily in fixed-income securities and approximately
80% of the assets in Underlying Portfolios which invest primarily in equity
securities.

LIFESTYLE BALANCED 640 TRUST

The investment objective of the Lifestyle Balanced 640 Trust is to provide a
balance between high level of current income and growth of capital with a
greater emphasis given to capital growth. MAC manages the Lifestyle Balanced 640
Trust and seeks to achieve this objective by investing approximately 40% of

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<PAGE> 24
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.

LIFESTYLE MODERATE 460 TRUST

The investment objective of the Lifestyle Moderate 460 Trust is to provide a
balance between high level of current income and growth of capital with a
greater emphasis given to high income. MAC manages the Lifestyle Moderate 460
Trust and seeks to achieve this objective 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.

LIFESTYLE CONSERVATIVE 280 TRUST

The investment objective of the Lifestyle Conservative 280 Trust is to provide a
high level of current income with some consideration also given to growth of
capital. MAC manages the Lifestyle Conservative 280 Trust and seeks to achieve
this objective 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.

ISSUING A POLICY

REQUIREMENTS

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

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

Each Policy is issued with a Policy Date, an Effective Date and an Issue Date
(see Definitions).

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

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

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

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

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

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

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

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

The initial premium must be received within 60 days after the Policy Date. If
the premium is not paid or if the application is rejected, the Policy will be
canceled and any partial premiums paid will be returned to the applicant.
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<PAGE> 25

MINIMUM INITIAL FACE AMOUNT

Manufacturers Life of America will generally issue a Policy only if it has a
Face Amount of at least $100,000.

BACKDATING A POLICY

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

As of the Effective Date, the premiums paid plus interest credited, net of the
premium load, will be allocated among the Investment Accounts and/or Fixed
Account in accordance with the policy owner's instructions unless such amount is
first allocated to the Money Market portfolio for the duration of the Right to
Examine period.

TEMPORARY INSURANCE AGREEMENT

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

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

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

RIGHT TO EXAMINE THE POLICY

A Policy may be returned for a refund within 10 days after it is received. Some
states provide a longer period of time to exercise this right. The Policy will
indicate if the policyholder has a longer time. The Policy can be mailed or
delivered to the Manufacturers Life of America agent who sold it or to the
Service Office. Immediately on such delivery or mailing, the Policy shall be
deemed void from the beginning. Within seven days after receipt of the returned
Policy at its Service Office, the Company will refund to the policyholder an
amount equal to either:

(1) the amount of all premiums paid or

(2)

(a) the difference between payments made and amounts allocated to the Separate
Account and the Fixed Account; plus

(b) the value of the amount allocated to the Separate Account and the Fixed
Account as of the date the returned Policy is received by the Company;
minus

Whether the amount described in (1) or (2) is refunded depends on the
requirements of the applicable state.

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<PAGE> 26
If a policyowner requests an increase in face amount which results in new
surrender charges, he or she will have the same rights as described above to
cancel the increase. If canceled, the Policy Value and the surrender charges
will be recalculated to the amounts they would have been had the increase not
taken place. A policyowner may request a refund of all or any portion of
premiums paid during the free look period, and the Policy Value and the
surrender charges will be recalculated to the amounts they would have been had
the premiums not been paid.

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

DEATH BENEFITS

If the Policy is in force at the time of the death of the life insured, the
Company will pay an insurance benefit. The amount payable will be the death
benefit under the selected death benefit option, plus any amounts payable under
any supplementary benefits added to the Policy, less the Policy Debt and less
any outstanding monthly deductions due. The insurance benefit will be paid in
one lump sum unless another form of settlement option is agreed to by the
beneficiary and the Company. If the insurance benefit is paid in one sum, the
Company will pay interest from the date of death to the date of payment. If the
life insured should die after the Company's receipt of a request for surrender,
no insurance benefit will be payable, and the Company will pay only the Net Cash
Surrender Value.

LIFE INSURANCE QUALIFICATION

A Policy must satisfy either one of two tests to qualify as a life insurance
contract for purposes of Section 7702 of the Internal Revenue Code of 1986, as
amended. At the time of application, the policyowner must choose either the Cash
Value Accumulation Test or the Guideline Premium Test. The test cannot be
changed once the Policy is issued.

CASH VALUE ACCUMULATION TEST

Under the Cash Value Accumulation Test ("CVAT"), the Policy Value must be less
than the Net Single Premium necessary to fund future Policy benefits, assuming
guaranteed charges and 4% net interest. To ensure that a Policy meets the CVAT,
the Company will increase the death benefit to the required minimum amount.
However, the Company reserves the right to require evidence of insurability
should a premium payment cause the death benefit to increase by more than the
premium payment amount.

GUIDELINE PREMIUM TEST

The Guideline Premium Test restricts the maximum premiums that may be paid into
a life insurance policy for a given death benefit. The Policy's death benefit
must also be at least equal to the Minimum Death Benefit (described below).

Changes to the Policy may affect the maximum amount of premiums, such as:

- - A change in the Policy's Face Amount.

- - A change in the death benefit option.

- - Partial Withdrawals.

- - Addition or deletion of supplementary benefits.

Any of the above changes could cause the total premiums paid to exceed the new
maximum limit. In this situation, the Company will require the policyowner to
take a partial withdrawal. In addition, these changes could reduce the future
premium limitations.

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<PAGE> 27
MINIMUM DEATH BENEFIT

The Guideline Premium Test ("GPT Test") requires a life insurance policy to meet
minimum ratios of life insurance coverage to policy value. This is achieved by
ensuring that the death benefit is at all times at least equal to the Minimum
Death Benefit. The Minimum Death Benefit on any date is defined as the Policy
Value on that date times the applicable Minimum Death Benefit Percentage for the
Attained Age of the life insured. The Minimum Death Benefit Percentages for this
test appears in the Policy.

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<PAGE> 28

DEATH BENEFIT OPTIONS

There are two death benefit options, described below.

DEATH BENEFIT OPTION 1

Under Option 1 the death benefit is the Face Amount of the Policy at the date of
death or, if greater, the Minimum Death Benefit applied under the Guideline
Premium Test, if in effect.

DEATH BENEFIT OPTION 2

Under Option 2 the death benefit is the Face Amount plus the Policy Value of the
Policy at the date of death or, if greater, the Minimum Death Benefit applied
under the Guideline Premium Test, if in effect.

CHANGING THE DEATH BENEFIT OPTION

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

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

CHANGE FROM OPTION 1 TO OPTION 2

The new Face Amount will be equal to the Face Amount prior to the change minus
the Policy Value as of the date of the change.

CHANGE FROM OPTION 2 TO OPTION 1

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

CHANGING THE FACE AMOUNT

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

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<PAGE> 29
INCREASE IN FACE AMOUNT

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

NEW SURRENDER CHARGES FOR AN INCREASE

An increase in face amount will usually result in the Policy being subject to
new surrender charges. The new surrender charges will be computed as if a new
Policy were being purchased for the increase in face amount. The premiums
attributable to the new Face Amount will equal a portion of the Policy Value
plus a portion of actual premiums paid within one year of the increase. There
will be no new surrender charges associated with restoration of a prior decrease
in Face Amount. As with the purchase of a Policy, a policyowner will have free
look right with respect to any increase resulting in new surrender charges.

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

INCREASE WITH PRIOR DECREASES

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

CHANGING BOTH THE FACE AMOUNT AND THE DEATH BENEFIT OPTION

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

DECREASE IN FACE AMOUNT

Decreases in Face Amount may be made once each Policy Year after the first
Policy Year. Any decrease in Face Amount must be at least $50,000. A written
request from a policy owner for a decrease in the Face Amount will be effective
at the beginning of the Policy Month following the date Manufacturers Life of
America approves the requested decrease. If there have been previous increases
in Face Amount, the decrease will be applied to the most recent increase first
and thereafter to the next most recent increases successively. Under no
circumstances should the sum of all decreases cause the policy to fall below the
minimum Face Amount of $100,000.

PREMIUM PAYMENTS

INITIAL PREMIUMS

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

The minimum initial premium is one-twelfth of the No-Lapse Guarantee Premium.

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<PAGE> 30
On the later of the Effective Date or the date a premium is received, the Net
Premiums paid plus interest credited will be allocated among the Investment
Accounts or the Fixed Account in accordance with the policyowner's instructions.

SUBSEQUENT PREMIUMS

After the payment of the initial premium, premiums may be paid at any time and
in any amount until the life insured's Attained Age 100, subject to the
limitations on premium amount described below.

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

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

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

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

MAXIMUM PREMIUM LIMITATION

If the Policy is issued under the Guideline Premium Test, in no event may the
total of all premiums paid exceed the then current maximum premium limitations
established by federal income tax law for a Policy to qualify as life insurance.

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

PREMIUM ALLOCATION

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

CHARGES AND DEDUCTIONS

PREMIUM LOAD

Manufacturers Life of America deducts a premium load from each premium payment,
equal to 6.6% of the premium during the first 10 Policy Years and 3.6%
thereafter.

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<PAGE> 31
SURRENDER CHARGES

The Company will deduct a Surrender Charge if during the first 10 years
following the Policy Date, or the effective date of a Face Amount increase:

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

- - a partial withdrawal is made, or

- - the Policy lapses.

SURRENDER CHARGE CALCULATION

The Surrender Charge is determined by the following formula (the calculation is
also described in words below):

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

Definitions of the Formula Factors Above

Face Amount of the Policy at the Time of Surrender

The Face Amount associated with the Surrender Charge equals the Face Amount for
which the Surrender Charge is being applied. The Face Amount may be increased or
decreased as described under "Changing the Face Amount" above.

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

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

Table for Rate per $1,000 of Face:

AGE RATE PER $1,000 OF FACE AGE RATE PER $1,000 OF FACE

0 $2.00 18 $4.25
1 2.13 19 4.38
2 2.25 20 4.50
3 2.38 21 5.00
4 2.50 22 5.50
5 2.63 23 6.00
6 2.75 24 6.50
7 2.88 25 7.00
8 3.00 26 7.20
9 3.13 27 7.40
10 3.25 28 7.60
11 3.38 29 7.80
12 3.50 30 8.00
13 3.63 31 8.20
14 3.75 32 8.40
15 3.88 33 8.60
16 4.00 34 8.80
17 4.13 35 9.00
over 35 9.00

The Surrender Charge Premium is the lesser of:

a the premiums paid during the first Policy Year per $1,000 of Face
Amount or Face Amount increase, and

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

Grading Percentage

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

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

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<PAGE> 32
SURRENDER SURRENDER CHARGE
CHARGE PERIOD GRADING PERCENTAGE

1 100%

2 90%

3 80%

4 70%

5 60%

6 50%

7 40%

8 30%

9 20%

10 10%

11 0%

Within a Policy Year, grading percentages will be interpolated on a monthly
basis. For example, if the policyowner surrenders the Policy four years and
four months after the Surrender Charge is assessed, the grading percentage will
be 67.5%.

FORMULAS DESCRIBED IN WORDS

Surrender Charge

The Surrender Charge is determined by multiplying the Surrender Charge rate by
the Face Amount of the Policy associated with the Surrender Charge divided by
1000. The amount obtained is then multiplied by the Grading Percentage, a
percent which starts at 100% and grades down each Policy month to zero over a
period not to exceed 10 years.

Surrender Charge Rate

The Surrender Charge Rate is equal to the sum of (a) plus (b) where (a) equals
X (see above table) and (b) equals 80% times the Surrender Charge Premium.

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<PAGE> 33
Illustration of Surrender Charge Calculation

Assumptions

- - 45 year old male (standard risk and nonsmoker status)

- - Policy issued 7 years ago

- - $5,000 in premiums have been paid on the Policy in equal annual
installments over the 7 year period

- - Surrender Charge Premium Limit for the Policy is $3,995

- - Face Amount of the Policy at issue is $250,000 and no increases have
occurred

- - Policy is surrendered during the first month of the seventh policy year

Surrender Charge

The Surrender Charge to be assessed would be $2,180 determined as follows:

First, the Surrender Charge Rate is determined by applying the Surrender Charge
Rate formula as set forth below.

Surrender Charge Rate = (9.00) + (80%) x (Surrender Charge Premium)

$21.8 = (9.00) + (80%) x (16.0)

The Surrender Charge Rate is equal to $21.8

Second, the Surrender Charge Rate is entered into the Surrender Charge formula
and the Surrender Charge is determined as set forth below.

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

$2,180 = (21.8) x ($250,000 / 1000) x (40%)

The Surrender Charge is equal to $2,180.

SURRENDER CHARGES ON A PARTIAL WITHDRAWAL

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

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

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<PAGE> 34
MONTHLY CHARGES

As of the beginning of each Policy Month, a deduction is due from the Net Policy
Value to cover certain charges in connection with the Policy until the Policy
Anniversary when the life insured reaches Attained Age 100. If there is a Policy
Debt under the Policy, loan interest and principal will continue to be payable
at the beginning of each Policy Month. Monthly deductions due prior to the
Effective Date will be taken on the Effective Date instead of the dates they
were due. The charges consist of:

(i) a monthly administration charge;

(ii) a monthly charge for the cost of insurance;

(iii) a monthly mortality and expense risk charge;

(iv) a monthly charge for any supplementary benefits added to the Policy.

Unless otherwise allowed by the Company and specified by the policyowner, the
Monthly Deduction will be allocated among the Investment Accounts and the Fixed
Account in the same proportion as the Policy value in each bears to the Net
Policy Value.

ADMINISTRATION CHARGE

This charge will be equal to $30 per Policy Month in the first Policy Year. For
all subsequent Policy Years, the administration charge will be $15 per Policy
Month. The charge is designed to cover certain administrative expenses
associated with the Policy, including maintaining policy records, collecting
premiums and processing death claims, surrender and withdrawal requests and
various changes permitted under the Policy.

COST OF INSURANCE CHARGE

The monthly charge for the cost of insurance is determined by multiplying the
applicable cost of insurance rate times the net amount at risk at the beginning
of each Policy Month. The cost of insurance rate and the net amount at risk are
determined separately for the initial Face Amount and for each increase in Face
Amount. In determining the net amount at risk, if there have been increases in
the Face Amount, the Policy Value shall first be considered a part of the
initial Face Amount. If the Policy Value exceeds the initial Face Amount, it
shall then be considered a part of the additional increases in Face Amount
resulting from the increases, in the order the increases occurred.

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

(a) is the death benefit as of the first day of the Policy Month, divided by
1.0032737; and

(b) is the Policy Value as of the first day of the Policy Month after the
deduction of monthly cost of insurance.

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

The rates for the cost of insurance are based upon the Attained Age, sex, and
Risk Classification of the life insured.

Cost of insurance rates will generally increase with the age of the life
insured. The first year cost of insurance rate is guaranteed.
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<PAGE> 35
The cost of insurance rates reflect the Company's expectations as to future
mortality experience. The rates may be re-determined from time to time on a
basis which does not unfairly discriminate within the class of life insured. In
no event will the cost of insurance rates exceed the guaranteed rates set forth
in the Policy except to the extent that an extra charge is imposed because of an
additional rating applicable to the Life insured. After the first Policy Year,
the cost of insurance will generally increase on each Policy Anniversary. The
guaranteed rates are based on the 1980 Commissioners Sex Distinct
Smoker/Non-Smoker Mortality Tables.

CHARGES FOR SUPPLEMENTARY BENEFITS

If the Policy includes Supplementary Benefits, a charge will be made applicable
to such Supplementary Benefit.

MORTALITY AND EXPENSE RISK CHARGE

A monthly charge is assessed against the Policy Value equal to a percentage of
the Policy Value. This charge is to compensate the Company for the mortality and
expense risks it assumes under the Policy. The mortality risk assumed is that
life insured may live for a shorter period of time than the Company estimated.
The expense risk assumed is that expenses incurred in issuing and administering
the Policy will be greater than the Company estimated. The Company will realize
a gain from this charge to the extent it is not needed to provide benefits and
pay expenses under the Policy.

The charge varies by Policy Year as follows:
<TABLE>
<CAPTION>
Equivalent Annual
Guaranteed Monthly Mortality and Mortality and Expense
Policy Year Expense Risks Charge Risks Charge
<S> <C> <C>
1-10 0.0627% 0.75%
11 0.0209% 0.25%
</TABLE>

CHARGES FOR TRANSFERS

A charge of $25 will be imposed on each transfer in excess of twelve in a Policy
Year.

REDUCTION IN CHARGES

The Policy is available for purchase by corporations and other groups or
sponsoring organizations. Group or sponsored arrangements may include reduction
or elimination of withdrawal charges and deductions for employees, officers,
directors, agents, immediate family members of the foregoing, and employees or
agents of Manufacturers Life and its subsidiaries. Manufacturers Life of America
reserves the right to reduce any of the Policy's loads or charges on certain
cases where it is expected that the amount or nature of such cases will result
in savings of sales, underwriting, administrative, commissions or other costs.
Eligibility for these reductions and the amount of reductions will be determined
by a number of factors, including the number of lives to be insured, the total
premiums expected to be paid, total assets under management for the policyowner,
the nature of the relationship among the insured individuals, the purpose for
which the policies are being purchased, expected persistency of the individual
policies, and any other circumstances which Manufacturers Life of America
believes to be relevant to the expected reduction of its expenses. Some of these
reductions may be guaranteed and others may be subject to withdrawal or
modification, on a uniform case basis. Reductions in charges will not be
unfairly
30
<PAGE> 36
discriminatory to any policyowners. Manufacturers Life of America may modify
from time to time, on a uniform basis, both the amounts of reductions and the
criteria for qualification.

In addition, groups and persons purchasing under a sponsored arrangement may
apply for simplified underwriting. If simplified underwriting is granted, the
cost of insurance charge may increase as a result of higher anticipated
mortality experience.

SPECIAL PROVISIONS FOR EXCHANGES

The Company will permit owners of certain fixed life insurance policies issued
either by the Company or Manufacturers Life Insurance Company (U.S.A.) to
exchange their policies for the Policies described in this prospectus (and
likewise, owners of policies described in this Prospectus may also exchange
their Policies for certain fixed policies issued either by the Company or by
Manufacturers Life Insurance Company (U.S.A)). Policyowners considering an
exchange should consult their tax advisers as to the tax consequences of an
exchange.

COMPANY TAX CONSIDERATIONS

At the present time, the Company makes no charge to the Separate Account for any
federal, state, or local taxes that the Company incurs that may be attributable
to such Account or to the Policies. The Company, however, reserves the right in
the future to make a charge for any such tax or other economic burden resulting
from the application of the tax laws that it determines to be properly
attributable to the Separate Account or to the Policies.

POLICY VALUE

DETERMINATION OF THE POLICY VALUE

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

INVESTMENT ACCOUNTS

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

FIXED ACCOUNT

Amounts in the Fixed Account do not vary with the investment performance of any
sub-account. Instead, these amounts are credited with interest at a rate
determined by Manufacturers Life of America. For a detailed description of the
Fixed Account, see "The General Account - Fixed Account".

LOAN ACCOUNT

Amounts borrowed from the Policy are transferred to the Loan Account. Amounts in
the Loan Account do not vary with the investment performance of any sub-account.
Instead, these amounts are credited with interest at a rate which is equal to
the amount charged on the outstanding Policy Debt less the Loan Spread. For a
detailed description of the Loan Account, see "Policy Loans - Loan Account".
31
<PAGE> 37
UNITS AND UNIT VALUES

CREDITING AND CANCELING UNITS

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

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

UNIT VALUES

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

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

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

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

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

TRANSFERS OF POLICY VALUE

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

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

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

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

(b) within 60 days of the effective date of a material change in the investment
objectives of any of the sub-accounts or within 60 days of the date of
notification of such change, whichever is later.
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<PAGE> 38
TRANSFERS INVOLVING FIXED ACCOUNT

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

TELEPHONE TRANSFERS

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

DOLLAR COST AVERAGING

The Company will offer policyowners a Dollar Cost Averaging ("DCA") program.
Under DCA program, the policyowner will designate an amount which will be
transferred monthly from one Investment Account into any other Investment
Account(s) or the Fixed Account. Currently, no charge will be made for this
program, although the Company reserves the right to institute a charge on 90
days' written notice to the policyholder. If insufficient funds exist to effect
a DCA transfer, the transfer will not be effected and the policyowner will be so
notified.

The Company reserves the right to cease to offer this program as of 90 days
after written notice is sent to the policyowner.

ASSET ALLOCATION BALANCER TRANSFERS

Under the Asset Allocation Balancer program the policyowner will designate an
allocation of Policy Value among Investment Accounts. At six-month intervals
beginning six months after the Policy Date, the Company will move amounts among
the Investment Accounts as necessary to maintain the policyowner's chosen
allocation. A change to the policyowner premium allocation instructions will
automatically result in a change in Asset Allocation Balancer instructions so
that the two are identical unless the policyowner either instructs Manufacturers
of America otherwise or has elected the Dollar Cost Averaging program.
Currently, there is no charge for this program; however, the Company reserves
the right to institute a charge on 90 days' written notice to the policyowner.

The Company reserves the right to cease to offer this program as of 90 days
after written notice is sent to the policyowner.

POLICY LOANS

While this Policy is in force and has an available loan value, a policyowner may
borrow against the Policy Value of the Policy. The Policy serves as the only
security for the loan. Policy loans may have tax consequences, see "Tax
Treatment of Policy Benefits - Interest on Policy Loans After Ten Years" and
"Tax Treatment of Policy Benefits - Policy Loan Interest."

MAXIMUM LOANABLE AMOUNT

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

33
<PAGE> 39
EFFECT OF POLICY LOAN

A policy loan will have an effect on future Policy Values, since that portion of
the Policy Value in the Loan Account will increase in value at the crediting
interest rate rather than varying with the performance of the underlying
Portfolios or increasing in value at the rate of interest credited for amounts
allocated to the Fixed Account. A policy loan may cause a Policy to be more
susceptible to going into default since a policy loan will be reflected in the
Net Cash Surrender Value. See "Lapse and Reinstatement." In addition, a policy
loan may result in a Policy's failing to satisfy the No-Lapse Guarantee
Cumulative Premium Test since the Policy Debt is subtracted from the sum of the
premiums paid in determining whether this test is satisfied. Finally, a policy
loan will affect the amount payable on the death of the life insured, since the
death benefit is reduced by the Policy Debt at the date of death in arriving at
the insurance benefit.

INTEREST CHARGED ON POLICY LOANS

Interest on the Policy Debt will accrue daily and is charged annually on the
Policy Anniversary. During the first 10 Policy Years, the rate of interest
charged will be an effective annual rate of 5.25%. Thereafter, the rate of
interest charged will be an effective annual rate of 4%. If the interest due on
a Policy Anniversary is not paid by the policyowner, the interest will be
borrowed against the Policy.

Interest on the Policy Debt will continue to accrue daily if there is an
outstanding loan when monthly deductions and premium payments cease when the
life insured reaches age 100. The Policy will go into default at any time the
Policy Debt exceeds the Cash Surrender Value. At least 61 days prior to
termination, the Company will send the policyowner a notice of the pending
termination. Payment of interest on the Policy Debt during the 61 day grace
period will bring the policy out of default.

LOAN ACCOUNT

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

INTEREST CREDITED TO THE LOAN ACCOUNT

Interest will be credited to amounts in the Loan Account at an effective annual
rate of at least 4.00%. The actual rate credited is equal to the rate of
interest charged on the policy loan less than the Loan Interest Credited
Differential, which is currently 1.25% during the first ten policy years and 0%
thereafter, and is guaranteed not to exceed 1.75%. The tax consequences
associated with a loan interest credited differential of 0% are unclear. A tax
advisor should be consulted before effecting a loan to evaluate the tax
consequences that may arise in such a situation. The Company may change the
Current Loan Interest Credited Differential as of 90 days after sending you
written notice of such change.

LOAN ACCOUNT ADJUSTMENTS

On the first day of each Policy Anniversary the difference between the Loan
Account and the Policy Debt is transferred to the Loan Account from the
Investment Accounts or the Fixed Account. Amounts transferred to the Loan
Account will be taken from the Investment Accounts and the Fixed Account in the
34
<PAGE> 40
same proportion as the value in each Investment Account and the Fixed Account
bears to the Net Policy Value.

LOAN REPAYMENTS

Policy Debt may be repaid in whole or in part at any time prior to the death of
the life insured, provided that the Policy is in force. When a repayment is
made, the amount is credited to the Loan Account and transferred to the Fixed
Account or the Investment Accounts. Loan repayments will be allocated first to
the Fixed Account until the associated Loan sub-account is reduced to zero and
then to each Investment Account in the same proportion as the value in the
corresponding Loan Sub-Account bears to the value of the Loan Account.

Amounts paid to the Company not specifically designated in writing as loan
repayments will be treated as premiums. Where permitted by applicable state law,
when a portion of the Loan Account amount is allocated to the Fixed Account, the
Company may require that any amounts paid to it be applied to outstanding loan
balances.

POLICY SURRENDER AND PARTIAL WITHDRAWALS

POLICY SURRENDER

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

PARTIAL WITHDRAWALS

A policyowner may make a partial withdrawal of the Net Cash Surrender Value once
each Policy Month after the first Policy Anniversary. The policyowner may
specify the portion of the withdrawal to be taken from each Investment Account
and the Fixed Account. In the absence of instructions, the withdrawal will be
allocated among such accounts in the same proportion as the Policy Value in each
account bears to the Net Policy Value. For information on Surrender Charges on a
Partial Withdrawal see "Charges and Deductions - Surrender Charges."

Withdrawals will be limited if they would otherwise cause the Face Amount to
fall below $100,000.

REDUCTION IN FACE AMOUNT DUE TO A PARTIAL WITHDRAWAL

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

If the death benefit is based upon the Policy Value times the minimum death
benefit percentage set forth under "Death Benefit - Minimum Death Benefit," the
Face Amount will be reduced only to the extent that the amount of the withdrawal
plus the portion of the Surrender Charge assessed exceeds the difference between
the death benefit and the Face Amount. When the Face Amount of a Policy is based
on one or more increases subsequent to issuance of the Policy, a reduction
resulting from a partial withdrawal will be applied in the same manner as a
requested decrease in Face Amount, i.e., against the Face Amount provided by the
most recent increase, then against the next most recent increases successively
and finally against the initial Face Amount.
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Partial withdrawals do not affect the Face Amount of a Policy if Death Benefit
Option 2 is in effect.

LAPSE AND REINSTATEMENT

LAPSE

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

NO-LAPSE GUARANTEE

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

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

The No-Lapse Guarantee Premium is set at issue and reflects any Additional
Rating and Supplementary Benefits, if applicable. It is subject to change if (i)
the face amount of the Policy is changed, (ii) there is a Death Benefit Option
change, (iii) there is a decrease in the Face Amount of insurance due to a
partial withdrawal, or (iv) there is any change in the supplementary benefits
added to the Policy or in the risk classification of the life insured.

Depending upon applicable state law, the No-Lapse Guarantee Period is fixed at
the lesser of ten years or age 95.

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

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

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

If the required payment is not received by the end of the grace period, the
No-Lapse Guarantee and the Policy will terminate.
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<PAGE> 42
NO-LAPSE GUARANTEE CUMULATIVE PREMIUM TEST

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

DEATH DURING GRACE PERIOD

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

REINSTATEMENT

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

(a) The life insured's risk classification is standard or preferred, and

(b) The life insured's Attained Age is less than 46.

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

(a) Evidence of the Life insured's insurability at the end of the grace period,
satisfactory to the Company is provided to the Company;

(b) A premium equal to the amount that was required to bring the Policy out of
default immediately prior to termination, plus the amount needed to keep the
Policy in force to the next scheduled date for payment of the Planned Premium
must be paid to the Company.

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

THE GENERAL ACCOUNT

The general account of Manufacturers Life of America consists of all assets
owned by the Company other than those in the Separate Account and other separate
accounts of the Company. Subject to applicable law, Manufacturers Life of
America has sole discretion over the investment of the assets of the general
account.

By virtue of exclusionary provisions, interests in the general account of
Manufacturers Life of America have not been registered under the Securities Act
of 1933 and the general account has not been registered as an investment company
under the Investment Company Act of 1940. Accordingly, neither the general
account nor any interests therein are subject to the provisions of these acts,
and as a result the staff of the S.E.C. has not reviewed the disclosures in this
prospectus relating to the general account. Disclosures

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<PAGE> 43
regarding the general account may, however, be subject to certain generally
applicable provisions of the federal securities laws relating to the accuracy
and completeness of statements made in a prospectus.

FIXED ACCOUNT

A policyowner may elect to allocate net premiums to the Fixed Account or to
transfer all or a portion of the Policy Value to the Fixed Account from the
Investment Accounts. Manufacturers Life of America will hold the reserves
required for any portion of the Policy Value allocated to the Fixed Account in
its general account. Transfers from the Fixed Account to the Investment Accounts
are subject to restrictions.

POLICY VALUE IN THE FIXED ACCOUNT

The Policy Value in the Fixed Account is equal to:

(a) the portion of the net premiums allocated to it; plus

(b) any amounts transferred to it; plus

(d) any charges deducted from it; less

(e) any partial withdrawals from it; less

(f) any amounts transferred from it.

INTEREST ON THE FIXED ACCOUNT

An allocation of Policy Value to the Fixed Account does not entitle the
policyowner to share in the investment experience of the general account.
Instead, Manufacturers Life of America guarantees that the Policy Value in the
Fixed Account will accrue interest daily at an effective annual rate of at least
4%, without regard to the actual investment experience of the general account.
Consequently, if a policyowner pays the planned premiums, allocates all net
premiums only to the general account and makes no transfers, partial
withdrawals, or policy loans, the minimum amount and duration of the death
benefit of the Policy will be determinable and guaranteed.

OTHER PROVISIONS OF THE POLICY

POLICYOWNER RIGHTS

Unless otherwise restricted by a separate agreement, the policyowner may, until
the life insured's death:

- - Vary the premiums paid under the Policy.

- - Change the death benefit option.

- - Change the premium allocation for future premiums.

- - Transfer amounts between sub-accounts.

- - Take loans and/or partial withdrawals.

- - Surrender the contract.

- - Transfer ownership to a new owner.

- - Name a contingent owner that will automatically become owner if the
policyowner dies before the insured.

- - Change or revoke a contingent owner.

- - Change or revoke a beneficiary.

ASSIGNMENT OF RIGHTS

Manufacturers Life of America will not be bound by an assignment until it
receives a copy of the assignment at its Service Office. Manufacturers Life of
America assumes no responsibility for the validity or effects of any assignment.

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<PAGE> 44
BENEFICIARY

One or more beneficiaries of the Policy may be appointed by the policyowner by
naming them in the application. Beneficiaries may be appointed in three classes
- - primary, secondary, and final. Beneficiaries may also be revocable or
irrevocable. Unless an irrevocable designation has been elected, the beneficiary
may be changed by the policyowner during the life insured's lifetime by giving
written notice to Manufacturers Life of America in a form satisfactory to the
Company. The change will take effect as of the date such notice is signed. If
the life insured dies and there is no surviving beneficiary, the policyowner, or
the policyowner's estate if the policyowner is the life insured, will be the
beneficiary. If a beneficiary dies before the seventh day after the death of the
life insured, the Company will pay the insurance benefit as if the beneficiary
had died before the life insured.

INCONTESTABILITY

Manufacturers Life of America will not contest the validity of a Policy after it
has been in force during any life insured's lifetime for two years from the
Issue Date. It will not contest the validity of an increase in Face Amount,
after such increase or addition has been in force during the lifetime of the
life insured for two years. If a Policy has been reinstated and been in force
during the lifetime of the life insured for less than two years from the
reinstatement date, the Company can contest any misrepresentation of a fact
material to the reinstatement.

MISSTATEMENT OF AGE OR SEX

If the stated age or sex, or both, of the life insured in the Policy are
incorrect, Manufacturers Life of America will change the Face Amount so that the
death benefit will be that which the most recent monthly charge for the cost of
insurance would have purchased for the correct age and sex.

SUICIDE EXCLUSION

If the life insured dies by suicide within two years after the Issue Date (or
within the maximum period permitted by the state in which the Policy was
delivered, if less than two years), the Policy will terminate and the Company
will pay only the premiums paid less any partial Net Cash Surrender Value
withdrawal and less any Policy Debt.

If the life insured dies by suicide within two years after the effective date of
an increase in Face Amount, the Company will credit the amount of any Monthly
Deductions taken for the increase and reduce the Face Amount to what it was
prior to the increase. If the last death is by suicide, the Death Benefit for
that increase will be limited to the Monthly Deductions taken for the increase.

The Company reserve the right to obtain evidence of the manner and cause of
death of the life insured.

SUPPLEMENTARY BENEFITS

Subject to certain requirements, one or more supplementary benefits may be added
to a Policy, including those providing a death benefit guarantee, term insurance
for an additional insured, providing accidental death coverage, waiving monthly
deductions upon disability, accelerating benefits in the event of a terminal
illness, and, in the case of corporate-owned policies, permitting a change of
the life insured. More detailed information concerning these supplementary
benefits may be obtained from an authorized agent of the Company. The cost of
any supplementary benefits will be deducted as part of the monthly deduction.

TAX TREATMENT OF THE POLICY

The following summary provides a general description of the federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all situations. This discussion is not intended as tax advice. Counsel
or other competent tax advisers should be consulted for more

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<PAGE> 45
complete information. This discussion is based upon the Company's understanding
of the present federal income tax laws as they are currently interpreted by the
Internal Revenue Service (the "Service"). No representation is made as to the
likelihood of continuation of the present federal income tax laws nor of the
current interpretations by the Service. MANUFACTURERS LIFE OF AMERICA DOES NOT
MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF ANY POLICY OR ANY TRANSACTION
REGARDING THE POLICIES.

The Policies may be used in various arrangements, including non-qualified
deferred compensation or salary continuation plans, split dollar insurance
plans, executive bonus plans, retiree medical benefit plans and others. The tax
consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement. Therefore, if the use of such
Policies in any such arrangement, the value of which depends in part on the tax
consequences, is contemplated, a qualified tax adviser should be consulted for
advice on the tax attributes of the particular arrangement.

LIFE INSURANCE QUALIFICATION
There are several requirements that must be met for a Policy to be considered a
Life Insurance Contract under the Internal Revenue Code, and thereby to enjoy
the tax benefits of such a contract:

1) The Policy must satisfy the definition of life insurance under Section 7702
of the Internal Revenue Code of 1986 (the "Code").

2) The investments of the Separate Account must be "adequately diversified" in
accordance with Section 817(h) of the Code and Treasury Regulations.

3) The Policy must be a valid life insurance contract under applicable state
law.

4) The Policyowner must not possess "incidents of ownership" in the assets of
the Separate Account.

These four items are discussed in detail below.

DEFINITION OF LIFE INSURANCE

Section 7702 of the Code sets forth a definition of a life insurance contract
for federal tax purposes. For a Policy to be a life insurance contract, it must
satisfy either the Cash Value Accumulation Test or the Guideline Premium Test.
The Cash Value Accumulation Test requires a minimum death benefit for a given
Policy Value. The Guideline Premium Test also requires a minimum death benefit,
but in addition limits the total premiums that can be paid into a Policy for a
given amount of death benefit.

With respect to a Policy which is issued on the basis of a standard rate class,
the Company believes (largely in reliance on IRS Notice 88-128 and the proposed
mortality charge regulations under Section 7702, issued on July 5, 1991) that
such a Policy should meet the Section 7702 definition of a life insurance
contract.

With respect to a Policy that is issued on a substandard basis (i.e., a rate
class involving higher-than-standard mortality risk), there is less guidance, in
particular as to how mortality and other expense requirements of Section 7702
are to be applied in determining whether such a Policy meets the Section 7702
definition of a life insurance contract. Thus it is not clear whether or not
such a Policy would satisfy Section 7702, particularly if the policyowner pays
the full amount of premiums permitted under the Policy.

The Secretary of the Treasury (the "Treasury") is authorized to prescribe
regulations implementing Section 7702. However, while proposed regulations and
other interim guidance have been issued, final regulations have not been adopted
and guidance as to how Section 7702 is to be applied is limited. If a Policy
were determined not to be a life insurance contract for purposes of Section
7702, such a Policy would not provide the tax advantages normally provided by a
life insurance policy.

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<PAGE> 46
If it is subsequently determined that a Policy does not satisfy Section 7702,
the Company may take whatever steps are appropriate and reasonable to attempt to
cause such a Policy to comply with Section 7702. For these reasons, the Company
reserves the right to restrict Policy transactions as necessary to attempt to
qualify it as a life insurance contract under Section 7702.

DIVERSIFICATION

Section 817(h) of the Code requires that the investments of the Separate Account
be "adequately diversified" in accordance with Treasury regulations in order for
the Policy to qualify as a life insurance contract under Section 7702 of the
Code (discussed above). The Separate Account, through the Trust, intends to
comply with the diversification requirements prescribed in Treas. Reg. Sec.
1.817-5, which affect how the Trust's assets are to be invested. The Company
believes that the Separate Account will thus meet the diversification
requirement, and the Company will monitor continued compliance with the
requirement.

STATE LAW

State regulations require that the policyowner have appropriate insurable
interest in the life insured. Failure to establish an insurable interest may
result in the Policy not qualifying as a life insurance contract for federal tax
purposes.

INVESTOR CONTROL

In certain circumstances, owners of variable life insurance Policies may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their policies. In those circumstances, income
and gains from the separate account assets would be includible in the variable
policyowner's gross income. The IRS has stated in published rulings that a
variable policyowner will be considered the owner of separate account assets if
the policyowner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. The Treasury Department
has also announced, in connection with the issuance of regulations concerning
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 (i.e., the policyowner), 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 policyowners may direct their
investments to particular sub-accounts 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 the Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that policyowners were not owners of separate account assets. For example, the
policyowner has additional flexibility in allocating premium payments and Policy
Values. These differences could result in an owner being treated as the owner of
a pro-rata portion of the assets of the Separate Account. In addition, the
Company does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue. The Company therefore reserves the right to modify the Policy as
necessary to attempt to prevent an owner from being considered the owner of a
pro rata share of the assets of the Separate Account.

TAX TREATMENT OF POLICY BENEFITS

The following discussion assumes that the Policy will qualify as a life
insurance contract for federal income tax purposes. The Company believes that
the proceeds and cash value increases of a Policy should be treated in a manner
consistent with a fixed-benefit life insurance policy for federal income tax
purposes.

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<PAGE> 47
Depending on the circumstances, the exchange of a Policy, a change in the
Policy's death benefit option, a Policy loan, partial withdrawal, surrender,
change in ownership, the addition of an accelerated death benefit rider, or an
assignment of the Policy may have federal income tax consequences. In addition,
federal, state and local transfer, and other tax consequences of ownership or
receipt of Policy proceeds depend on the circumstances of each policyowner or
beneficiary.

DEATH BENEFIT

The death benefit under the Policy should be excludable from the gross income of
the beneficiary under Section 101(a)(1) of the Code.

CASH VALUES

Generally, the policyowner will not be deemed to be in constructive receipt of
the Policy Value until there is a distribution. This includes additions
attributable to interest, dividends, appreciation or gains realized on transfers
among sub-accounts.

INVESTMENT IN THE POLICY Investment in the Policy means:

(a) the aggregate amount of any premiums or other consideration paid for a
Policy; minus

(b) the aggregate amount, other than loan amounts, received under the Policy
which has been excluded from the gross income of the policyowner (except
that the amount of any loan from, or secured by, a Policy that is a MEC, to
the extent such amount has been excluded from gross income, will be
disregarded); plus

(c) the amount of any loan from, or secured by a Policy that is a MEC to the
extent that such amount has been included in the gross income of the
policyowner.

The repayment of a policy loan, or the payment of interest on a loan, does not
affect the Investment in the Policy.

INTEREST ON POLICY LOANS AFTER YEAR 10

If the Company determines, in its sole discretion, that there is a substantial
risk that a loan will be treated as a taxable distribution under Federal tax law
as a result of the differential between the credit interest rate and the loan
interest rate, the Company retains the right to increase the loan interest rate
to an amount that would result in the transaction being treated as a loan under
Federal tax law. If this amount is not prescribed by any IRS ruling or
regulation or any court decision, the amount will be that which the Company
considers to be most likely to result in the transaction being treated as a loan
under Federal tax law.

SURRENDER OR LAPSE

Upon a complete surrender or lapse of a Policy or when benefits are paid at a
Policy's maturity date, if the amount received plus the amount of Policy Debt
exceeds the total investment in the Policy, the excess will generally be treated
as ordinary income subject to tax.

If, at the time of lapse, a Policy has a loan, the loan is extinguished and the
amount of the loan is a deemed payment to the policyholder. If the amount of
this deemed payment exceeds the investment in the contract, the excess is
taxable income and is subject to Internal Revenue Service reporting
requirements."

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<PAGE> 48
DISTRIBUTIONS

The tax consequences of distributions from, and loans taken from or secured by,
a Policy depend on whether the Policy is classified as a "Modified Endowment
Contract" or "MEC".

DISTRIBUTIONS FROM NON-MEC'S

A distribution from a non-MEC is generally treated as a tax-free recovery by the
policyowner of the Investment in the Policy to the extent of such Investment in
the Policy, and as a distribution of taxable income only to the extent the
distribution exceeds the Investment in the Policy. Loans from, or secured by, a
non-MEC are not treated as distributions. Instead, such loans are treated as
indebtedness of the policyowner.

Force Outs

An exception to this general rule occurs in the case of a decrease in the
Policy's death benefit or any other change that reduces benefits under the
Policy in the first 15 years after the Policy is issued and that results in a
cash distribution to the policyowner in order for the Policy to continue to
comply with the Section 7702 definitional limits. Such a cash distribution will
be taxed in whole or in part as ordinary income (to the extent of any gain in
the Policy) under rules prescribed in Section 7702. Changes include partial
withdrawals and death benefit option changes.

DISTRIBUTIONS FROM MEC'S

Policies classified as MEC's will be subject to the following tax rules:

(a) First, all partial withdrawals from such a Policy are treated as ordinary
income subject to tax up to the amount equal to the excess (if any) of the
Policy Value immediately before the distribution over the Investment in the
Policy at such time.

(b) Second, loans taken from or secured by such a Policy are treated as partial
withdrawals from the Policy and taxed accordingly. Past-due loan interest
that is added to the loan amount is treated as a loan.

(c) Third, a 10% additional income tax is imposed on the portion of any
distribution (including distributions on surrender) from, or loan taken
from or secured by, such a policy that is included in income except where
the distribution or loan:

(i) is made on or after the policyowner attains age 59 1/2;

(ii) is attributable to the policyowner becoming disabled; or

(iii) is part of a series of substantially equal periodic payments for the
life (or life expectancy) of the policyowner or the joint lives (or
joint life expectancies) of the policyowner and the policyowner's
beneficiary.

These exceptions are not likely to apply in situations where the Policy is not
owned by an individual.

Definition of Modified Endowment Contracts

Section 7702A establishes a class of life insurance contracts designated as
"Modified Endowment Contracts," which applies to Policies entered into or
materially changed after June 20, 1988.

In general, a Policy will be a Modified Endowment Contract if the accumulated
premiums paid at any time during the first seven Policy Years exceed the
"seven-pay premium limit". The seven-pay premium limit on any date is equal to
the sum of the net level premiums that would have been paid on or before such
date if the policy provided for paid-up future benefits after the payment of
seven level annual premiums (the "seven-pay premium").

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<PAGE> 49
The rules relating to whether a Policy will be treated as a MEC are extremely
complex and cannot be adequately described in the limited confines of this
summary. Therefore, a current or prospective policyowner should consult with a
competent adviser to determine whether a transaction will cause the Policy to be
treated as a MEC.

Material Changes

A policy that is not a MEC may become a MEC if it is "materially changed". If
there is a material change to the policy, the seven year testing period for MEC
status is restarted. The material change rules for determining whether a Policy
is a MEC are complex. In general, however, the determination of whether a Policy
will be a MEC after a material change generally depends upon the relationship
among the death benefit of the Policy at the time of such change, the Policy
Value at the time of the change, and the additional premiums paid into the
Policy during the seven years starting with the date on which the material
change occurs.

Reductions in Face Amount

If there is a reduction in benefits during any Policy Year, the seven-pay
premium limit is recalculated as if the policy had been originally issued at the
reduced benefit level. Failure to comply would result in classification as a MEC
regardless of any efforts by the Company to provide a payment schedule that will
not violate the seven pay test.

Exchanges

A life insurance contract received in exchange for a MEC will also be treated as
a MEC.

Processing of Premiums

If a premium is received which would cause the Policy to become a MEC within 23
days of the next Policy Anniversary, the Company will not apply the portion of
the premium which would cause MEC status ("excess premium") to the Policy when
received. The excess premium will be placed in a suspense account until the next
anniversary date, at which point the excess premium, along with interest, earned
on the excess premium at a rate of 3.5% from the date the premium was received,
will be applied to the Policy. The policyowner will be advised of this action
and will be offered the opportunity to have the premium credited as of the
original date received or to have the premium returned. If the policyowner does
not respond, the premium and interest will be applied to the Policy as of the
first day of the next anniversary.

If a premium is received which would cause the Policy to become a MEC more than
23 days prior to the next Policy Anniversary, the Company will refund any excess
premium to the policyowner. The portion of the premium which is not excess will
be applied as of the date received. The policyowner will be advised of this
action and will be offered the opportunity to return the premium and have it
credited to the account as of the original date received.

Multiple Policies

All MEC's that are issued by a Company (or its affiliates) to the same
policyowner during any calendar year are treated as one MEC for purposes of
determining the amount includible in gross income under Section 72(e) of the
Code.

POLICY LOAN INTEREST

Generally, personal interest paid on any loan under a Policy which is owned by
an individual is not deductible. For policies purchased on or after January 1,
1996, interest on any loan under a Policy owned by a taxpayer and covering the
life of any individual who is an officer or employee of or is financially
interested in the business carried on by the taxpayer will not be tax deductible
unless the employee is a

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<PAGE> 50
key person within the meaning of Section 264 of the Code. A deduction will not
be permitted for interest on a loan under a Policy held on the life of a key
person to the extent the aggregate of such loans with respect to contracts
covering the key person exceed $50,000. The number of employees who can qualify
as key persons depends in part on the size of the employer but cannot exceed 20
individuals.

Furthermore, if a non-natural person owns a Policy, or is the direct or indirect
beneficiary under a Policy, section 264(f) of the Code disallows a pro-rata
portion of the taxpayer's interest expense allocable to unborrowed Policy cash
values attributable to insurance held on the lives of individuals who are not
20% (or more) owners of the taxpayer-entity, officers, employees, or former
employees of the taxpayer.

The portion of the interest expense that is allocable to unborrowed Policy cash
values is an amount that bears the same ratio to that interest expense as the
taxpayer's average unborrowed Policy cash values under such life insurance
policies bear to the average adjusted bases for all assets of the taxpayer.

If the taxpayer is not the Policyowner, but is the direct or indirect
beneficiary under the Policy, then the amount of unborrowed cash value of the
Policy taken into account in computing the portion of the taxpayer's interest
expense allocable to unborrowed Policy cash values cannot exceed the benefit to
which the taxpayer is directly or indirectly entitled under the Policy.

POLICY EXCHANGES

A policyowner generally will not recognize gain upon the exchange of a Policy
for another life insurance policy issued by the Company or another insurance
company, except to the extent that the policyowner receives cash in the exchange
or is relieved of Policy indebtedness as a result of the exchange. In no event
will the gain recognized exceed the amount by which the Policy Value (including
any unpaid loans) exceeds the policyowner's Investment in the Policy.

OTHER TRANSACTIONS

A transfer of the Policy, a change in the owner, a change in the beneficiary,
and certain other changes to the Policy, as well as particular uses of the
Policy (including use in a so called "split-dollar" arrangement) may have tax
consequences depending upon the particular circumstances and should not be
undertaken prior to consulting with a qualified tax adviser. For instance, if
the owner transfers the Policy or designates a new owner in return for valuable
consideration (or, in some cases, if the transferor is relieved of a liability
as a result of the transfer), then the Death Benefit payable upon the death of
the Insured may in certain circumstances be includible in taxable income to the
extent that the Death Benefit exceeds the prior consideration paid for the
transfer and any premiums or other amounts subsequently paid by the transferee.
Further, in such a case, if the consideration received exceeds the transferor's
Investment in the Policy, the difference will be taxed to the transferor as
ordinary income.

Federal estate and state and local estate, inheritance and other tax
consequences of ownership or receipt of Policy proceeds depend on the individual
circumstances of each policyowner and beneficiary.

ALTERNATE MINIMUM TAX

Corporate owners may be subject to Alternate Minimum Tax on the annual increases
in Cash Surrender Values and on the Death Benefit proceeds.

INCOME TAX REPORTING

In certain employer-sponsored life insurance arrangements, including equity
split dollar arrangements, participants may be required to report for income tax
purposes, one or more of the following:

(a) the value each year of the life insurance protection provided;

(b) an amount equal to any employer-paid premiums; or
45
<PAGE> 51
(c) some or all of the amount by which the current value exceeds the employer's
interest in the Policy.

Participants should consult with their tax adviser to determine the tax
consequences of these arrangements.

OTHER INFORMATION

PAYMENT OF PROCEEDS

As long as the Policy is in force, Manufacturers Life of America will ordinarily
pay any policy loans, surrenders, partial withdrawals or insurance benefit
within seven days after receipt at its Service Office of all the documents
required for such a payment. The Company may delay for up to six months the
payment from the Fixed Account of any policy loans, surrenders, partial
withdrawals, or insurance benefit. In the case of any such payments from any
Investment Account the Company may delay payment during any period during which
(i) the New York Stock Exchange is closed for trading (except for normal weekend
and holiday closings), (ii) trading on the New York Stock Exchange is
restricted, (iii) an emergency exists as a result of which disposal of
securities held in the Separate Account is not reasonably practicable or it is
not reasonably practicable to determine the value of the Separate Account's net
assets or (iv) the SEC, by order, so permits for the protection of security
holders; provided that applicable rules and regulations of the SEC shall govern
as to whether the conditions described in (2) and (3) exist.

REPORTS TO POLICYOWNERS

Within 30 days after each Policy Anniversary, Manufacturers Life of America will
send the policyowner a statement showing, among other things:

- - the amount of death benefit;

- - the Policy Value and its allocation among the Investment Accounts, the
Fixed Account and the Loan Account;

- - the value of the units in each Investment Account to which the Policy Value
is allocated;

- - the Policy Debt and any loan interest charged since the last report;

- - the premiums paid and other Policy transactions made during the period
since the last report; and

- - any other information required by law.

Each policyowner will also be sent an annual and a semi-annual report for the
Trust which will include a list of the securities held in each Portfolio as
required by the 1940 Act.

DISTRIBUTION OF THE POLICIES

ManEquity, Inc., an indirect wholly-owned subsidiary of Manufacturers Life, will
act as the principal underwriter of, and continuously offer, the Policies
pursuant to a Distribution Agreement with Manufacturers Life of America.
ManEquity, Inc. is registered as a broker-dealer under the Securities Exchange
Act of 1934 and is a member of the National Association of Securities Dealers.
ManEquity, Inc. is located at 200 Bloor Street East, Toronto, Ontario, Canada,
M4W 1ES and was organized under the laws of Colorado on May 4, 1970. The
directors of ManEquity, Inc. are: John Richardson, Roy Bubbs, Bruce Gordon, Gary
Buchanan and Douglas Myers. The officers of ManEquity, Inc. are: (i) Douglas
Myers - President, (ii) Gary Buchanan - Vice President, Compliance, (iii) Thomas
Reives - Treasurer, (iv) Brian Buckley - Secretary and General Counsel. The
Policies will be sold by registered representatives of either ManEquity or other
broker-dealers having distribution agreements with ManEquity who are also
authorized by state insurance departments to do so.

46
<PAGE> 52
A registered representative will receive commissions not to exceed 105% of
premiums in the first year, 2% of all premiums paid in the second year and
after, and after the second anniversary 0.15% of the Net Policy Value per year.
Representatives who meet certain productivity standards with regard to the sale
of the Policies and certain other policies issued by Manufacturers Life of
America or Manufacturers Life will be eligible for additional compensation.

RESPONSIBILITIES OF MANUFACTURERS LIFE

Manufacturers Life and Manufacturers USA have entered into an agreement with
ManEquity, Inc. pursuant to which Manufacturers Life or Manufacturers USA, on
behalf of ManEquity, Inc. will pay the sales commissions in respect of the
Policies and certain other policies issued by Manufacturers Life of America,
prepare and maintain all books and records required to be prepared and
maintained by ManEquity, Inc. with respect to the Policies and such other
policies, and send all confirmations required to be sent by ManEquity, Inc. with
respect to the Policies and such other policies. ManEquity, Inc. will promptly
reimburse Manufacturers Life or Manufacturers USA for all sales commissions paid
by Manufacturers Life or Manufacturers USA and will pay Manufacturers Life or
Manufacturers USA for its other services under the agreement in such amounts and
at such times as agreed to by the parties.

Manufacturers Life and Manufacturers USA have also entered into a Service
Agreement with Manufacturers Life of America pursuant to which Manufacturers
Life and Manufacturers USA will provide to Manufacturers Life of America all
issue, administrative, general services and recordkeeping functions on behalf of
Manufacturers Life of America with respect to all of its insurance policies
including the Policies.

Finally, Manulife Reinsurance Corporation (U.S.A.) has entered into a Stoploss
Reinsurance Agreement with Manufacturers Life of America under which Manulife
Reinsurance Corporation (U.S.A.) reinsures all aggregate claims in excess of
110% of the expected claims for all flexible premium variable life insurance
policies issued by Manufacturers Life of America. Under the agreement,
Manufacturers Life of America will automatically reinsure the risk for any one
life up to a maximum of $7,500,000, except in the case of aviation risks where
the maximum will be $5,000,000. However, Manufacturers Life of America may also
consider reinsuring any non-aviation risk in excess of $7,500,000 and any
aviation risk in excess of $5,000,000.

VOTING RIGHTS

As stated previously, all of the assets held in the sub-accounts of the Separate
Account will be invested in shares of a particular Portfolio of the Trust.
Manufacturers Life of America is the legal owner of those shares and as such has
the right to vote upon certain matters that are required by the 1940 Act to be
approved or ratified by the shareholders of a mutual fund and to vote upon any
other matters that may be voted upon at a shareholders' meeting. However,
Manufacturers Life of America will vote shares held in the sub-accounts in
accordance with instructions received from policyowners having an interest in
such sub-accounts. Shares held in each sub-account for which no timely
instructions from policyowners are received, including shares not attributable
to the Policies, will be voted by Manufacturers Life of America in the same
proportion as those shares in that sub-account for which instructions are
received. Should the applicable federal securities laws or regulations change so
as to permit Manufacturers Life of America to vote shares held in the Separate
Account in its own right, it may elect to do so.

The number of shares in each sub-account for which instructions may be given by
a policyowner is determined by dividing the portion of the Policy Value derived
from participation in that sub-account, if any, by the value of one share of the
corresponding Portfolio. The number will be determined as of a date chosen by
Manufacturers Life of America, but not more than 90 days before the
shareholders' meeting. Fractional votes are counted. Voting instructions will be
solicited in writing at least 14 days prior to the meeting.
47
<PAGE> 53
Manufacturers Life of America may, if required by state officials, disregard
voting instructions if such instructions would require shares to be voted so as
to cause a change in the sub-classification or investment policies of one or
more of the Portfolios, or to approve or disapprove an investment management
contract. In addition, the Company itself may disregard voting instructions that
would require changes in the investment policies or investment adviser, provided
that Manufacturers Life of America reasonably disapproves such changes in
accordance with applicable federal regulations. If Manufacturers Life of America
does disregard voting instructions, it will advise policyowners of that action
and its reasons for such action in the next communication to policyowners.

SUBSTITUTION OF PORTFOLIO SHARES

It is possible that in the judgment of the management of Manufacturers Life of
America, one or more of the Portfolios may become unsuitable for investment by
the Separate Account because of a change in investment policy or a change in the
applicable laws or regulation, because the shares are no longer available for
investment, or for some other reason. In that event, Manufacturers Life of
America may seek to substitute the shares of another Portfolio or of an entirely
different mutual fund. Before this can be done, the approval of the S.E.C. and
one or more state insurance departments may be required.

Manufacturers Life of America also reserves the right (i) to combine other
separate accounts with the Separate Account, (ii) to create new separate
accounts, (iii) to establish additional sub-accounts within the Separate Account
to invest in additional portfolios of the Trust or another management investment
company, (iv) to eliminate existing sub-accounts and to stop accepting new
allocations and transfers into the corresponding portfolio, (v) to combine
sub-accounts or to transfer assets in one sub-account to another sub-account or
(vi) to transfer assets from the Separate Account to another separate account
and from another separate account to the Separate Account. The Company also
reserves the right to operate the Separate Account as a management investment
company or other form permitted by law, and to de-register the Separate Account
under the 1940 Act. Any such change would be made only if permissible under
applicable federal and state law.

RECORDS AND ACCOUNTS

The Service Office will perform administrative functions, such as decreases,
increases, surrenders and partial withdrawals, and fund transfers on behalf of
the Company.

All records and accounts relating to the Separate Account and the Portfolios
will be maintained by the Company. All financial transactions will be handled by
the Company. All reports required to be made and information required to be
given will be provided by the Company.

STATE REGULATIONS

Manufacturers Life of America is subject to the regulation and supervision by
the Michigan Department of Insurance, which periodically examines its financial
condition and operations. It is also subject to the insurance laws and
regulations of all jurisdictions in which it is authorized to do business. The
Policies have been filed with insurance officials, and meet all standards set by
law, in each jurisdiction where they are sold.

Manufacturers Life of America is required to submit annual statements of its
operations, including financial statements, to the insurance departments of the
various jurisdictions in which it does business for the purposes of determining
solvency and compliance with local insurance laws and regulations.

LITIGATION

No litigation is pending that would have a material effect upon the Separate
Account or the Trust.
48
<PAGE> 54
ACCOUNTANTS

The financial statements of The Manufacturers Life Insurance Company of America
and Separate Account Three of The Manufacturers Life Insurance Company of
America at December 31, 1997 and for the year then ended appearing in this
prospectus have been audited by Ernst & Young L.L.P., independent auditors to
the extent indicated in their reports thereon also appearing elsewhere herein.
Such financial statements have been included herein in reliance upon such
reports given upon the authority of such firms as experts in auditing and
accounting.

FURTHER INFORMATION

A registration statement under the Securities Act of 1933 has been filed with
the S.E.C. relating to the offering described in this prospectus. This
prospectus does not include all the information set forth in the registration
statement. The omitted information may be obtained from the SEC's principal
office in Washington D.C. upon payment of the prescribed fee. The Commission
also maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission which is located at http://www.sec.gov.

For further information you may also contact Manufacturers Life of America's
Home Office, the address and telephone number of which are on the first page of
the prospectus.

OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
Position with
Manufacturers Life
Name of America Principal Occupation
<S> <C> <C>
Sandra M. Cotter (35) Director Attorney 1989 - present, Dykema Gosset
(since December 1992)

James D. Gallagher (43) Director, Secretary and Vice President, Secretary and General Counsel -
General Counsel (since May January 1997- present, ManUSA; Vice President,
1996) Legal Services U.S. Operations - January 1996 -
present, The Manufacturers Life Insurance Company; Vice
President, Secretary and General Counsel - 1994 - present,
The Manufacturers Life Insurance Company of North America;
Vice President and Associate General Counsel - 1991 - 1994,
The Prudential Insurance Company of America

Bruce Gordon (54) Director Vice President, U.S. Operations - Pensions -
(since May 1996) 1990 - present, The Manufacturers Life
Insurance Company

Donald A. Guloien (41) Director and President Senior Vice President, Business Development -
(since August 1990) 1994 - present, The Manufacturers Life
Insurance Company; Vice President, U.S.
Individual Business - 1990 - 1994, The
Manufacturers Life Insurance Company
</TABLE>

49
<PAGE> 55
<TABLE>
<CAPTION>
Position with
Manufacturers Life
Name of America Principal Occupation
<S> <C> <C>
Theodore Kilkuskie, Jr. (42) Director, Vice President U.S. Vice President, U.S. Individual Insurance -
Individual Insurance January 1997 - present, ManUSA; Vice President,
U.S. Individual Insurance June 1995 - present,
The Manufacturers Life Insurance Company;
Executive Vice President, Mutual Funds -
January 1995 - May 1995, State Street Research,
Vice President, Mutual Funds - 1987 - 1994,
Metropolitan Life Insurance Company

Joseph J. Pietroski (59) Director (since July 1992) Senior Vice President, General Counsel and
Corporate Secretary - 1988 - present, The
Manufacturers Life Insurance Company

John D. Richardson (60) Chairman and Director Executive Vice President and General Manager,
(since January 1995) U.S. Operations - 1995 - present, The
Manufacturers Life Insurance Company; Senior
Vice President and General Manager, Canadian
Operations 1992 - 1994.

John R. Ostler (45) Vice President and Treasurer Financial Vice President - 1992 - present, The
Manufacturers Life Insurance Company.

Douglas H. Myers (43) Vice President, Finance and Assistant Vice President and Controller, U.S.
Compliance Controller Operations - 1988 - present, The Manufacturers
Life Insurance Company

Victor Apps (49) Senior Vice President, Asia Senior Vice President and General Manager,
Greater China Division - 1995 - present, The
Manufacturers Life Insurance Company; Vice
President and General Manager, Greater China
Division - 1993 - 1995, The Manufacturers Life
Insurance Company; International Vice President
- 1988 - 1993, Asia Pacific Division, The
Manufacturers Life Insurance Company.

Robert A. Cook (43) Vice President, Marketing Vice President, Product Management - 1996 -
present, The Manufacturers Life Insurance
Company; Sales and Marketing Director, U.S.
Division - 1994 - 1995, The Manufacturers Life
Insurance Company; Vice President, Corporation
Strategic Review - 1992 - 1993, The
Manufacturers Life Insurance Company
</TABLE>

50
<PAGE> 56
<TABLE>
<CAPTION>
Position with
Manufacturers Life
Name of America Principal Occupation
<S> <C> <C>
Felix Chee (51) Vice President, Investments Executive Vice President--1997 to present, The
Manufacturers Life Insurance Company; Chief
Investment Officer--1997 to present, The
Manufacturers Life Insurance Company; Senior
Vice President and Treasurer--1993-1994, The
Manufacturers Life Insurance Company; Senior
Vice President, Corporate Finance--April 1993
to September 1993, Ontario Hydro

Hugh C. McHaffie (39) Vice President Vice President, U.S. Annuities and Product
Development--1996 to present, The Manufacturers
Life Insurance Company; Vice President U.S.
Annuities and Development--1994 to present, The
Manufacturers Life Insurance Company of North
America; Product Development Executive--1990
to 1994, The Manufacturers Life Insurance
Company of North America

John G. Vrysen (42) Vice President, Appointed Vice President and Chief Financial Officer,
Actuary U.S. Operations--1996 to present, The
Manufacturers Life Insurance Company; Vice
President and Chief Actuary--1996 to present,
The Manufacturers Life Insurance Company of
North America
</TABLE>

IMPACT OF YEAR 2000

Preparing computer systems to deal with the Year 2000 risk has become a
major issue for businesses throughout the world. Within Manufacturers Life, a
group-wide program has been underway since 1996 to make all critical systems
compliant by the end of 1998 and other systems compliant by the end of 1999.
Included in this program are all systems applicable to and shared by the Company
with Manufacturers Life. Based on a detailed assessment, Manufacturers Life
determined that a portion of its software needs to be modified or replaced so
that its computer systems will function properly into the Year 2000 and beyond.
Like most companies, the Year 2000 issue represents a significant challenge for
Manufacturers Life and extensive resources have been dedicated to modifying
existing software and to converting to new software. However, there can be no
assurances that Manufacturers Life's systems, nor those of other companies on
which Manufacturers Life relies, will be fully converted on a timely basis and
therefore that all adverse effects on the Company due to the Year 2000 risk will
be avoided. Manufacturers Life is presently consulting with vendors, customers,
subsidiaries, third-parties and other businesses with which it deals to ensure
that no material aspect of its, or the Company's, operations will be hindered by
the Year 2000 risk.

The costs of the project and the date on which Manufacturers Life plans
to complete the modifications are based on management's best estimates and are
subject to some uncertainty. Manufacturers Life is using both internal and
external resources to reprogram, or replace, and test the

51
<PAGE> 57
software for Year 2000 modifications. The total cost of this program to
Manufacturers Life is estimated to be $64 million, comprised of $55 million for
specifically budgeted programs and $9 million for general contingencies.
Manufacturers Life has incurred $15 million as at December 31, 1997 of which the
Company will receive an allocation due to its shared systems. The costs
allocated are not expected to have a material effect on the net operating income
of the Company.

ILLUSTRATIONS

The following tables illustrate the way in which a Policy's Death Benefit,
Policy Value, and Cash Surrender Value could vary over an extended period of
time.

[To Be Provided by Amendment]

52
<PAGE> 58
PART II. OTHER INFORMATION

Representation of Insurer Pursuant to Section 26 of the Investment Company Act
of 1940

The Manufacturers Life Insurance Company of America hereby represents
that the fees and charges deducted under the contracts issued pursuant to this
registration statement in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by the Company.

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet;
Cross-Reference Sheet;
The Prospectus, consisting of 52 pages;
Representation of Insurer Pursuant to Section 26 of the Investment Company Act
of 1940
The signatures;
Written consents of the following persons:

A. James D. Gallagher, Esq., Secretary and General Counsel of The
Manufacturers Life Insurance Company of America [To be filed by
amendment]

B. John Vrysen, Vice-President and Chief Actuary of The Manufacturers
Life Insurance Company of America [To be filed by amendment]

C. Ernst & Young LLP [To be filed by amendment]

The following exhibits are filed as part of this Registration Statement:

1. Copies of all exhibits required by paragraph A of the instructions as to
exhibits in Form N-8B-2 are set forth below under designations based on such
instructions:

A(1) Resolutions of Board of Directors of The Manufacturers Life
Insurance Company of America establishing Separate Account
Three. Incorporated by reference to Exhibit A(1) to the
registration statement on Form S-6, file number 333-66303
filed October 29, 1998 (the "SVUL Registration Statement").

A(3)(a)(i) Distribution Agreement between The Manufacturers Life
Insurance Company of America and ManEquity, Inc. dated
December 23, 1986. Incorporated by reference to Exhibit
A(3)(a)(i) to the SVUL Registration Statement.

A(3)(a)(ii) Amendment to Distribution Agreement between The Manufacturers
Life Insurance Company of America and ManEquity, Inc. dated
May 30, 1992. Incorporated by reference to Exhibit A(3)(a)(ii)
to the SVUL Registration Statement.

A(3)(a)(iii) Amendment to Distribution Agreement between The Manufacturers
Life Insurance Company of America and ManEquity, Inc. dated
February 23, 1994. Incorporated by reference to Exhibit
A(3)(a)(iii) to the SVUL Registration Statement.

A(3)(b)(i) Specimen Agreement between ManEquity, Inc. and registered
representatives. Incorporated by reference to Exhibit
A(3)(b)(i) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number 333-51293
filed August 28, 1998.

A(3)(b)(ii) Specimen agreement between The Manufacturers Life Insurance
Company of America and registered representatives.
Incorporated by reference to Exhibit A(3)(b)(ii) to
pre-
<PAGE> 59
effective amendment no. 1 to the registration statement on
Form S-6, file number 333-51293 filed August 28, 1998.

A(3)(b)(iii) Specimen Agreement between ManEquity, Inc. and dealers.
Incorporated by reference to Exhibit A(3)(b)(iii) to
pre-effective amendment no. 1 to the registration statement on
Form S-6, file number 333-51293 filed August 28, 1998.

A(3)(b)(iv) Specimen agreement between The Manufacturers Life Insurance
Company of America and dealers. Incorporated by reference to
Exhibit A(3)(b)(iv) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number 333-51293
filed August 28, 1998.

A(3)(c) Schedule of Sales Commissions. [To be filed by amendment]

A(5)(a) Specimen Flexible Premium Variable Life Insurance Policy -
Filed herewith.

A(6)(a) Restated Articles of Redomestication of The Manufacturers Life
Insurance Company of America. Incorporated by reference to
Exhibit A(6)(a) to post-effective amendment no. 20 to the
registration statement on Form S-6, file number 33-13774,
filed April 26, 1996.

A(6)(b) By-Laws of The Manufacturers Life Insurance Company of
America. Incorporated by reference to Exhibit A(6)(b) to
post-effective amendment no. 20 to the registration statement
on Form S-6, file number 33-13774, filed April 26, 1996.

A(8)(a)(i) Service Agreement between The Manufacturers Life Insurance
Company and The Manufacturers Life Insurance Company of
America dated June 1, 1988. Incorporated by reference to
Exhibit A(8)(a)(i) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number 333-51293
filed August 28, 1998.

A(8)(a)(ii) Amendment to Service Agreement between The Manufacturers Life
Insurance Company and The Manufacturers Life Insurance Company
of America dated December 31, 1992. Incorporated by reference
to Exhibit A(8)(a)(ii) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number 333-51293
filed August 28, 1998.

A(8)(a)(iii) Amendment to Service Agreement between The Manufacturers Life
Insurance Company and The Manufacturers Life Insurance Company
of America dated May 31, 1993. Incorporated by reference to
Exhibit A(8)(a)(iii) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number 333-51293
filed August 28, 1998.

A(8)(a)(iv) Amendment to Service Agreement between The Manufacturers Life
Insurance Company and The Manufacturers Life Insurance Company
of America dated June 30, 1993. Incorporated by reference to
Exhibit A(8)(a)(iv) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number 333-51293
filed August 28, 1998.

A(8)(a)(v) Amendment to Service Agreement between The Manufacturers Life
Insurance Company and The Manufacturers Life Insurance Company
of America dated December 31, 1996. Incorporated by reference
to Exhibit A(8)(a)(v) to pre-effective amendment no. 1 to the
registration statement on Form S-6, file number 333-51293
filed August 28, 1998.

A(8)(a)(vi) Amendment to Service Agreement between The Manufacturers Life
Insurance Company and The Manufacturers Life Insurance Company
of America dated May 31, 1998.
<PAGE> 60
Incorporated by reference to Exhibit A(8)(a)(vi) to
pre-effective amendment no. 1 to the registration statement on
Form S-6, file number 333-51293 filed August 28, 1998.

A(8)(b) Specimen Stoploss Reinsurance Agreement between The
Manufacturers Life Insurance Company of America and The
Manufacturers Life Insurance Company. Incorporated by
reference to Exhibit A(8)(b) to the SVUL Registration
Statement.

A(8)(c)(i) Service Agreement between The Manufacturers Life Insurance
Company and ManEquity, Inc. dated January 2, 1991.
Incorporated by reference to Exhibit A(8)(c)(i) to
pre-effective amendment no. 1 to the registration statement on
Form S-6, file number 333-51293 filed August 28, 1998.

A(8)(c)(ii) Amendment to Service Agreement between The Manufacturers Life
Insurance Company and ManEquity, Inc. dated March 1, 1994.
Incorporated by reference to Exhibit A(8)(c)(ii) to
pre-effective amendment no. 1 to the registration statement on
Form S-6, file number 333-51293 filed August 28, 1998.

A(10)(a) Specimen Application for Flexible Premium Variable Life
Insurance Policy. Incorporated by reference to Exhibit A(10)
to post effective amendment no. 7 to the registration
statement on Form S-6, file number 33-52310, filed April 26,
1996.

A(10)(b) Specimen Application Supplement for Flexible Premium Variable
Life Insurance Policy. Incorporated by reference to Exhibit
A(10)(a) to post effective amendment no. 9 to the registration
statement on Form S-6, file number 33-52310, filed December
23, 1996.

2. Consents of the following:

A. Opinion and consent of James D. Gallagher, Esq., Secretary and General
Counsel of The Manufacturers Life Insurance Company of America - [To
be filed by amendment]

B. Opinion and consent of John Vrysen, Vice-President and Chief Actuary
of The Manufacturers Life Insurance Company of America - [To be filed
by amendment]

C. Consent of Ernst & Young LLP- [To be filed by amendment]

3. No financial statements are omitted from the prospectus pursuant to
instruction 1(b) or (c) of Part I.

4. Not applicable.

6. Memorandum Regarding Issuance, Face Amount Increase, Redemption and
Transfer Procedures for the Policies. [To be filed by amendment]

7. Power of Attorney. Incorporated by reference to Exhibit 12 to post
effective amendment no. 10 to the registration statement on Form S-6, file
number 33-52310, filed February 28, 1997.
<PAGE> 61
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant and the Depositor have caused this Registration Statement to be
signed on their behalf in the City of Toronto, Province of Ontario, Canada, on
this 22nd day of December, 1998.

SEPARATE ACCOUNT THREE OF
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
(Registrant)

By: THE MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
(Depositor)

By: /s/ DONALD A. GULOIEN
-------------------------
DONALD A. GULOIEN
President

THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA

By: /s/ DONALD A. GULOIEN
-------------------------
DONALD A. GULOIEN
President
<PAGE> 62
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 22nd day of December, 1998.

Signature Title
- --------- -----

* Chairman and Director
- -----------------------
JOHN D. RICHARDSON

/s/ DONALD A. GULOIEN President and Director
- -----------------------
DONALD A. GULOIEN (Principal Executive Officer)

*
- ----------------------- Director
SANDRA M. COTTER

/s/ JAMES D. GALLAGHER Director
- -----------------------
JAMES D. GALLAGHER

* Director
- -----------------------
BRUCE GORDON

* Director
- -----------------------
JOSEPH J. PIETROSKI

* Director
- -----------------------
THEODORE KILKUSKIE, JR.

* Vice President, Finance
- ----------------------- (Principal Financial and
DOUGLAS H. MYERS Accounting Officer)

/s/ JAMES D. GALLAGHER
- -----------------------
JAMES D. GALLAGHER
Pursuant to Power of Attorney
<PAGE> 63
EXHIBIT INDEX

Item No. Description

A(5)(a) Specimen Flexible Premium Variable Life Insurance Policy

<PAGE> 1
LIFE INSURED JOHN M. DOE
POLICY NUMBER 12 345 678

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
PAYABLE ON LIFE INSURED'S DEATH.
ADJUSTABLE DEATH BENEFIT.
FLEXIBLE PREMIUMS PAYABLE TO ATTAINED AGE 100 DURING THE LIFE INSURED'S
LIFETIME.
CASH SURRENDER VALUES AND BENEFITS FOR A PORTION OF THE POLICY VALUES
ALLOCATED TO AN INVESTMENT ACCOUNT REFLECT THE INVESTMENT EXPERIENCE OF THE
UNDERLYING SUB-ACCOUNTS. INVESTMENT OPTIONS ARE DESCRIBED IN THE "POLICY VALUE
COMPOSITION" AND THE "INVESTMENT OPTIONS" PROVISIONS. NON-PARTICIPATING (NOT
ELIGIBLE FOR DIVIDENDS).

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

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

YOUR NET PREMIUMS ARE ADDED TO YOUR POLICY VALUE. YOU MAY ALLOCATE THEM TO ONE
OR MORE OF THE INVESTMENT ACCOUNTS AND TO THE FIXED ACCOUNT.

THE PORTION OF YOUR POLICY VALUE THAT IS IN AN INVESTMENT ACCOUNT WILL VARY FROM
DAY TO DAY. THE AMOUNT IS NOT GUARANTEED; IT MAY INCREASE OR DECREASE, DEPENDING
ON THE INVESTMENT EXPERIENCE OF THE UNDERLYING SUB-ACCOUNTS FOR THE INVESTMENT
ACCOUNTS THAT YOU HAVE CHOSEN.

THE PORTION OF YOUR POLICY VALUE THAT IS IN THE FIXED ACCOUNT WILL ACCUMULATE,
AFTER DEDUCTIONS, AT RATES OF INTEREST WE DETERMINE. SUCH RATES WILL NOT BE LESS
THAN AN EFFECTIVE ANNUAL RATE OF 4%.

THE AMOUNT OF THE INSURANCE BENEFIT, OR THE DURATION OF THE INSURANCE COVERAGE,
OR BOTH, MAY BE VARIABLE OR FIXED UNDER SPECIFIED CONDITIONS AND MAY INCREASE OR
DECREASE AS DESCRIBED IN THE "INSURANCE BENEFIT" PROVISION.

READ YOUR POLICY CAREFULLY. IT IS A CONTRACT BETWEEN YOU AND US.

RIGHT TO RETURN POLICY. WITHIN TEN DAYS AFTER YOU RECEIVE YOUR POLICY, YOU CAN
RETURN THE POLICY FOR CANCELLATION BY DELIVERING OR MAILING IT TO US OR THE
AGENT WHO SOLD IT. IMMEDIATELY ON DELIVERY OR MAILING, THE POLICY WILL BE VOID
FROM THE BEGINNING. WE WILL REFUND IN FULL THE PAYMENT MADE.

THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
A STOCK COMPANY

President Secretary

[LOGO]
Manulife Financial
<PAGE> 2
TABLE OF CONTENTS

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

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

Page 2
<PAGE> 3
POLICY INFORMATION

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

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

OWNER JOHN M. DOE

BENEFICIARY AS DESIGNATED IN THE APPLICATION OR SUBSEQUENTLY CHANGED

PREMIUM MODE ANNUALLY

BEGINNING ON
MON DAY YEAR PLANNED PREMIUM
JAN 01 1999 $XXX.XX

THIS POLICY PROVIDES LIFE INSURANCE COVERAGE FOR THE LIFETIME OF THE LIFE
INSURED IF SUFFICIENT PREMIUMS ARE PAID. PREMIUM PAYMENTS IN ADDITION TO THE
PLANNED PREMIUM SHOWN MAY NEED TO BE MADE TO KEEP THIS POLICY AND COVERAGE IN
FORCE.

CHANGES IN THE CURRENT COST OF INSURANCE RATES; THE AMOUNT, TIMING AND FREQUENCY
OF THE PLANNED PREMIUM; THE INTEREST RATE BEING CREDITED TO THE FIXED ACCOUNT;
THE INVESTMENT EXPERIENCE OF THE SUB-ACCOUNTS; CHANGES TO THE DEATH BENEFIT
OPTION; CHANGES IN THE FACE AMOUNT; LOAN ACTIVITY; AND PARTIAL WITHDRAWALS OR
MONTHLY DEDUCTIONS FOR ANY SUPPLEMENTARY BENEFITS THAT APPLY AND ARE ATTACHED TO
THIS POLICY WILL AFFECT THE PERIOD OF COVERAGE. ALSO REFER TO THE POLICY
TERMINATION PROVISION OF YOUR POLICY.

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

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

LIFE INSURED JOHN M. DOE

POLICY NUMBER 12 345 678

PLAN FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
NON-PARTICIPATING

FACE AMOUNT $100,000.00

DEATH BENEFIT OPTION 1

SEX MALE

RISK
CLASSIFICATION NON-SMOKER, STANDARD CLASS

ADDITIONAL
RATING NOT APPLICABLE

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

TABLE OF CHARGES

PREMIUM LOAD:

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

MONTHLY ADMINISTRATION CHARGE:

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

MORTALITY AND EXPENSE RISKS CHARGE:

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

MONTHLY COST OF INSURANCE CHARGE:

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

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

TABLE OF CHARGES (CONTINUED)

SURRENDER CHARGE:

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

THE SURRENDER CHARGE IS DETERMINED AS FOLLOWS:

(I) $ 9.00 MULTIPLIED BY EACH $1,000 OF FACE AMOUNT; PLUS

FOR THE INITIAL FACE AMOUNT

(II) 80.0% OF THE SUM OF PREMIUMS PAID IN THE FIRST POLICY YEAR UP TO THE
SURRENDER CHARGE PREMIUM LIMIT SHOWN ON PAGE 3.2.

FOR AN INCREASE IN FACE AMOUNT

(II) 80.0% OF THE SUM OF PREMIUMS PAID IN THE FIRST POLICY YEAR AFTER THE
INCREASE, UP TO THE SURRENDER CHARGE PREMIUM LIMIT FOR THE INCREASE.

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

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

THE ABOVE TABLE FOR THE INITIAL SURRENDER CHARGE ALSO APPLIES
SEPARATELY TO EACH SUBSEQUENT FACE AMOUNT INCREASE. GRADING
PERCENTAGE SHOWN IS AT BEGINNING OF POLICY YEAR. PROPORTIONATE
GRADING PERCENTAGE APPLIES FOR OTHER POLICY MONTHS.

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

TABLE OF VALUES

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

<TABLE>
<CAPTION>
<S> <C>
LIFE INSURANCE TEST ELECTED GUIDELINE
PREMIUM TEST
GUIDELINE SINGLE PREMIUM $XXXXX.XX
GUIDELINE LEVEL PREMIUM $XXX.XX

NO-LAPSE GUARANTEE PREMIUM $XXX.XX
NO-LAPSE GUARANTEE PERIOD FIRST 10 POLICY
YEARS
MINIMUM FACE AMOUNT $100,000.00
MINIMUM FACE AMOUNT INCREASE OR DECREASE $50,000.00
TRANSFER FEE $25.00
(FOR TRANSFERS IN EXCESS OF 12 IN A POLICY YEAR)
ASSET ALLOCATION BALANCER CHARGE
CURRENT $0.00
MAXIMUM $15.00
DOLLAR COST AVERAGING CHARGE
CURRENT $0.00
MAXIMUM $5.00
FIXED ACCOUNT MAXIMUM TRANSFER PERCENTAGE 25%
FIXED ACCOUNT MAXIMUM TRANSFER AMOUNT $1,000.00
FIXED ACCOUNT RATE 4%
ANNUAL LOAN INTEREST CHARGED MAXIMUM RATE
FIRST 10 POLICY YEARS 5.25%
THEREAFTER 4.00%
LOAN INTEREST CREDITED DIFFERENTIAL
FIRST 10 POLICY YEARS 1.25%
THEREAFTER 0%
DEATH BENEFIT DISCOUNT FACTOR 1.0032737
FIRST YEAR GUARANTEED MONTHLY COST OF INSURANCE
RATE PER THOUSAND X.XXXXX
SURRENDER CHARGE PREMIUM LIMIT $X,XXX.XX
</TABLE>

PAGE 3.2
<PAGE> 8
POLICY INFORMATION (CONTINUED) - POLICY 12 345 678

LIST OF INVESTMENT FUNDS

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

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

SEE THE FOLLOWING PROVISIONS FOR DETAILS: POLICY VALUE, POLICY VALUE
COMPOSITION, SEPARATE ACCOUNT AND SUB-ACCOUNTS, AND INVESTMENT OPTIONS.

MANUFACTURERS INVESTMENT TRUST PORTFOLIOS AND INVESTMENT OBJECTIVES

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

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

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

(4) THE EMERGING SMALL COMPANY TRUST SEEKS TO PROVIDE MAXIMUM CAPITAL
APPRECIATION.

(5) THE PILGRIM BAXTER GROWTH TRUST SEEKS TO PROVIDE CAPITAL
APPRECIATION.

(6) THE SMALL/MID CAP TRUST SEEKS TO PROVIDE LONG-TERM CAPITAL
APPRECIATION.

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

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

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

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

(11) THE EQUITY TRUST SEEKS TO PROVIDE GROWTH OF CAPITAL. CURRENT
INCOME IS A SECONDARY CONSIDERATION ALTHOUGH GROWTH OF INCOME MAY
ACCOMPANY GROWTH OF CAPITAL.

Page 3.3A
<PAGE> 9
POLICY INFORMATION (CONTINUED) - POLICY 12 345 678

LIST OF INVESTMENT FUNDS

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

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

(14) THE EQUITY INDEX TRUST SEEKS TO ACHIEVE INVESTMENT RESULTS WHICH
APPROXIMATE THE TOTAL RETURN OF PUBLICLY TRADED COMMON STOCKS IN
THE AGGREGATE, AS REPRESENTED BY THE STANDARD & POOR'S 500
COMPOSITE STOCK PRICE INDEX.

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

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

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

(18) THE INTERNATIONAL GROWTH AND INCOME TRUST SEEKS TO PROVIDE
LONG-TERM GROWTH OF CAPITAL AND INCOME.

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

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

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

(22-24) THE AUTOMATIC ASSET ALLOCATION TRUSTS (AGGRESSIVE, MODERATE AND
CONSERVATIVE) SEEK TO OBTAIN THE HIGHEST POTENTIAL TOTAL RETURN
CONSISTENT WITH A SPECIFIED LEVEL OF RISK TOLERANCE --
AGGRESSIVE, MODERATE AND CONSERVATIVE.

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

Page 3.3B
<PAGE> 10
POLICY INFORMATION (CONTINUED) - POLICY 12 345 678

LIST OF INVESTMENT FUNDS

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

(27) THE GLOBAL GOVERNMENT BOND TRUST SEEKS TO PROVIDE A HIGH LEVEL OF
TOTAL RETURN BY PLACING PRIMARY EMPHASIS ON HIGH CURRENT INCOME
AND THE PRESERVATION OF CAPITAL.

(28) 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.

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

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

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

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

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

(34) 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.

(35) 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.

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

Page 3.3C
<PAGE> 11
TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
GUARANTEED MAXIMUM MONTHLY RATES PER $1,000
OF NET AMOUNT AT RISK

MALE, SMOKER

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

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

Page 4
<PAGE> 12
TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
GUARANTEED MAXIMUM MONTHLY RATES PER $1,000
OF NET AMOUNT AT RISK

MALE, NON-SMOKER

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

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

Page 4
<PAGE> 13
TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
GUARANTEED MAXIMUM MONTHLY RATES PER $1,000
OF NET AMOUNT AT RISK

FEMALE, SMOKER

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

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

Page 4
<PAGE> 14
TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
GUARANTEED MAXIMUM MONTHLY RATES PER $1,000
OF NET AMOUNT AT RISK

FEMALE, NON-SMOKER

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

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

Page 4
<PAGE> 15
DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(continued)

Page 5
<PAGE> 16
DEFINITIONS (continued)

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

SEPARATE ACCOUNT refers to Separate Account Three of The Manufacturers Life
Insurance Company of America.

SERVICE OFFICE is the office that we designate to service this policy as shown
on the back cover of your policy.

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

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

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

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

QUALIFICATION AS LIFE INSURANCE

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

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

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

(a) the Guideline Single premium, or

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

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

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

PAYMENT OF PREMIUMS

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

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

You may pay premiums until the life insured reaches Attained Age 100, at which
time, Monthly Deductions will cease and no further premiums may be paid. If
there is a Policy Debt under the policy, loan interest will continue to accrue
daily as specified under the Policy Loan Conditions provision.

We reserve the right to request that you provide us with satisfactory evidence
of insurability if a premium payment would result in an increase in the Death
Benefit that is greater than the increase in Policy Value.

Page 6
<PAGE> 17
NO-LAPSE GUARANTEE

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

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

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

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

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

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

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

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

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

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

POLICY TERMINATION

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

GRACE PERIOD. We will allow 61 days from the date that the policy goes into
default, for you to pay the amount that is required to bring the policy out of
default. At least 30 days prior to the termination of coverage, we will send a
notice to your last known address, specifying the amount you must pay to bring
the policy out of default. If we have notice of a policy assignment on file at
our Service Office, we will also mail a copy of the notice of the amount due to
the assignee on record.

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

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

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

(continued)

Page 7
<PAGE> 18
POLICY TERMINATION (continued)

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

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

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

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

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

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

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

REINSTATEMENT

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

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

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

(c) pay a premium equal to the amount that was required to bring the policy
out of default immediately prior to termination, plus the amount needed
to keep the policy in force to the next scheduled date for payment of
the Planned Premium.

If we approve your request,

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

(b) any Surrender Charges will be reinstated to the amount they were at the
date of default.

The Policy Value on the date of reinstatement, prior to the crediting of any Net
Premium paid on the reinstatement, will be equal to the Policy Value on the date
the policy terminated. If the policy is in a Surrender Charge Period when it
terminates, upon reinstatement the period will be the same as at the date of
default.

INSURANCE BENEFIT

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

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

INSURANCE BENEFIT. The Insurance Benefit payable is:

(a) the Death Benefit as described below; plus

(b) any amounts payable under any Supplementary Benefits that form part of
the policy; less

(continued)

Page 8
<PAGE> 19
INSURANCE BENEFIT (continued)

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

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

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

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

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

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

MINIMUM DEATH BENEFIT. If you elected the Guideline Premium Test, the Death
Benefit as described above will never be less than the Policy Value at the date
of death, multiplied by the applicable percentage in the table below.

TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES

<TABLE>
<CAPTION>
ATTAINED AGE APPLICABLE PERCENTAGE
<S> <C>
40 and under 250%
45 215%
50 185%
55 150%
60 130%
65 120%
70 115%
75 105%
90 105%
95 and above 100%
</TABLE>

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

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

POLICY VALUE

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

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

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

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

Monthly Deductions are due until the Policy Anniversary on which the life
insured reaches Attained Age 100. If the policy is in force on that date, it
will remain in force without further premium payments or Monthly Deductions,
subject to the Policy Loan Conditions provision.

(continued)

Page 9
<PAGE> 20
POLICY VALUE (continued)

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

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

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

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

Unless you have requested otherwise, we will take Monthly Deductions from the
Fixed Account and the Investment Accounts in the same proportion that the Policy
Value in each of these accounts bears to the Net Policy Value immediately prior
to the deduction.

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

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

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

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

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

The rates for the Cost of Insurance, as of the Policy Date and
subsequently for each Face Amount increase, are based on the life insured's Age,
Sex, Risk Classification and duration that the coverage has been in force. The
Cost of Insurance Rate shown in the Table of Values in the Policy Information
section is payable for the first Policy Year. After the first Policy Year, the
Cost of Insurance will generally increase on each Policy Anniversary. The Cost
of Insurance calculation will reflect any Additional Rating shown in the Policy
Information section.

We will re-determine Cost of Insurance rates from time to time on a basis that
does not discriminate unfairly within any class of life insured. The Cost of
Insurance rates will never exceed those shown in the Table of Guaranteed Maximum
Cost of Insurance Rates on Page 4.

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

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

(b) you make partial withdrawals; or

See the Surrender Charges provision for details.

(continued)

Page 10
<PAGE> 21
POLICY VALUE COMPOSITION

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

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

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

(b) interest credited to it; less

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

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

(a) Net Premiums allocated to it; plus

(b) amounts transferred to it; plus

(d) amounts deducted from it; less

(e) amounts transferred from it; less

(f) amounts withdrawn from it.

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

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

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

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

(1) Net Premiums allocated to it; and

(2) amounts transferred to it; and

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

(1) amounts deducted from it;

(2) amounts transferred from it; and

(3) amounts withdrawn from it.

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

SEPARATE ACCOUNT AND SUB-ACCOUNTS

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

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

(continued)

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

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

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

(a) create new separate accounts;

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

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

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

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

(f) de-register the Separate Account under the Investment Company Act of
1940;

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

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

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

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

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

NET INVESTMENT FACTOR. The net investment factor for a Sub-Account on any
Business Day is equal to (a) divided by (b), where:

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

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

We reserve the right to adjust the above formula for any taxes determined by us
to be attributable to the operations of the Sub-Account.

(continued)

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

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

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

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

INVESTMENT OPTIONS

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

Allocation percentages must be zero or a whole number not greater than 100. The
sum of the allocation percentages must equal 100. You may change the allocation
percentages by Written Request to our Service Office. The change will take
effect as of the date we receive your request at our Service Office. You may
also change your allocation percentages by telephone if a currently valid
authorization form is on file with us.

TRANSFERS. By Written Request you may transfer portions of your Policy Value
among the Investment Accounts and the Fixed Account. We will also permit
telephone transfers if a currently valid authorization form is on file with us.

Transfers are subject to the following restrictions:

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

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

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

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

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

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

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

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

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

(continued)

Page 13
<PAGE> 24
INVESTMENT OPTIONS (continued)

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

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

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

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

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

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

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

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

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

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

POLICY LOAN CONDITIONS

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

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

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

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

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

(continued)

Page 14
<PAGE> 25
POLICY LOAN CONDITIONS (continued)

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

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

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

Loan interest will continue to be charged if there is an outstanding loan when
Monthly Deductions and premium payments cease at the life insured's Attained Age
100. The policy will go into default at any time the Policy Debt exceeds the
Policy Value. At least 61 days prior to termination, we will send a notice to
your last known address. If you had filed a notice of assignment with us, we
will also send a copy of the notice to the last known address of the assignee on
record. Payment of the loan interest during the 61-day grace period will bring
the policy out of default.

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

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

The current and maximum Loan Interest Credited Differential are shown in the
Table of Values in the Policy Information section.

We may reduce the Current Loan Interest Credited Differential as of 90 days
after we send you written notice of such change.

We will increase the Loan Interest Credited Differential if at any time it is
determined that the differential would cause a loan to be taxable under any
applicable ruling, regulation or court decision. We will increase the
differential to either of the following amounts and send you written notice of
the change:

(a) the amount that may be prescribed in the ruling, regulation or court
decision; or

(b) if no amount is prescribed, an amount that we consider to be more
likely to result in the transaction being treated as a loan under
federal tax law.

Any change in the Loan Interest Credited Differential will apply to loans you
take out after the change.

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

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

We will allocate loan repayments as follows:

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

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

(continued)

Page 15
<PAGE> 26
POLICY LOAN CONDITIONS (continued)

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

CHANGING THE DEATH BENEFIT OPTION OR THE FACE AMOUNT

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

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

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

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

(c) we reserve the right to limit any changes that would cause this policy
to fail to qualify as life insurance under the Internal Revenue Code.

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

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

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

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

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

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

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

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

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

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

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

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

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

(continued)

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<PAGE> 27
CHANGING THE DEATH BENEFIT OPTION OR THE FACE AMOUNT (continued)

We will not allow a decrease:

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

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

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

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

(b) the initial Face Amount of the policy.

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

We reserve the right to refuse a Face Amount increase if the life insured's
Attained Age at the date the increase would be effective is greater than the
maximum issue age for new policies at that time.

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

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

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

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

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

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

SURRENDER AND WITHDRAWALS

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

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

(continued)

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<PAGE> 28
SURRENDER AND WITHDRAWALS (continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

Page 18
<PAGE> 29
RIGHT TO POSTPONE PAYMENT OF BENEFITS

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

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

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

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

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

RIGHT TO CANCEL INCREASES

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

SUICIDE

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

(a) the premiums paid; less

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

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

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

BENEFICIARY

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

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

PAYMENT TO BENEFICIARIES. We will pay the Insurance Benefit:

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

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

(continued)

Page 19
<PAGE> 30
BENEFICIARY (continued)

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

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

OWNERSHIP AND ASSIGNMENT

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

(a) receive any amount payable under your policy;

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

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

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

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

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

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

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

PROTECTION AGAINST CREDITORS

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

CURRENCY AND PLACE OF PAYMENT

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

Page 20
<PAGE> 31
CONTRACT

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

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

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

VALIDITY

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

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

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

NON-PARTICIPATING

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

AGE AND SEX

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

HOW VALUES ARE COMPUTED

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

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

ANNUAL STATEMENT

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

(a) the Death Benefit;

(b) the Policy Value;

(continued)

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<PAGE> 32
ANNUAL STATEMENT (continued)

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

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

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

(g) any further information required by law.

TAX CONSIDERATIONS

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

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

Page 22
<PAGE> 33
The Manufacturers Life Insurance Company of America
A Stock Company

Service Office: 200 Bloor Street East, Toronto, Canada, M4W 1E5

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
PAYABLE ON LIFE INSURED'S DEATH.
ADJUSTABLE DEATH BENEFIT.
FLEXIBLE PREMIUMS PAYABLE TO ATTAINED AGE 100 DURING THE LIFE INSURED'S
LIFETIME.

CASH SURRENDER VALUES AND BENEFITS FOR A PORTION OF THE POLICY VALUES
ALLOCATED TO AN INVESTMENT ACCOUNT REFLECT THE INVESTMENT EXPERIENCE OF THE
UNDERLYING SUB-ACCOUNTS. INVESTMENT OPTIONS ARE DESCRIBED IN THE "POLICY VALUE
COMPOSITION" AND THE "INVESTMENT OPTIONS" PROVISIONS. NON-PARTICIPATING (NOT
ELIGIBLE FOR DIVIDENDS).

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IMPORTANT NOTICE

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

Please tell us promptly of any change in your address.

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

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Manufacturers Life Insurance Company and are used by it and its subsidiaries.