SEPARATE ACCOUNT THREE OF THE MANUFACT LIFE INS CO OF AM
497, 1999-05-06
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<PAGE>   1
     PROSPECTUS

     THE MANUFACTURERS LIFE INSURANCE
     COMPANY OF AMERICA
     SEPARATE ACCOUNT THREE
     VENTURE VUL

     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

This prospectus describes the flexible premium variable life insurance policy
(the "Policy") issued by The Manufacturers Life Insurance Company of America
("Manufacturers Life of America" or the "Company"). The Policies are 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 you, the policyowner, to pay premiums and adjust
insurance coverage in light of your current financial circumstances and
insurance needs.

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").

We use the assets of each sub-account to purchase shares of a particular
investment portfolio ("Portfolio") of Manufacturers Investment Trust. The
accompanying prospectus for Manufacturers Investment Trust and the corresponding
statement of additional information describe the investment objectives of the
Portfolios in which you may invest net premiums. The Portfolios available to you
are set forth under the subheading "Eligible Portfolios." Other sub-accounts and
Portfolios may be added in the future.

You should ask a Manulife Financial representative if changing, or adding to,
existing insurance coverage would be advantageous. You should note that it may
not be advisable to purchase a Policy as a replacement for existing insurance.

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

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.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Manufacturers Life Insurance              Service Office:
Company of America                            200 Bloor Street East
500 N. Woodward Avenue                        Toronto, Ontario, Canada M4W 1E5
Bloomfield Hills, Michigan 48304              TELEPHONE:  1-800-827-4546
                                                          (1-800-VARILIN[E])

                   THE DATE OF THIS PROSPECTUS IS MAY 1, 1999.
<PAGE>   2
                               PROSPECTUS CONTENTS

   
                                                                            PAGE
                                                                            ----

INTRODUCTION TO POLICIES .....................................................1
GENERAL INFORMATION ABOUT MANUFACTURERS
  LIFE OF AMERICA SEPARATE ACCOUNT THREE
  AND MANUFACTURERS INVESTMENT TRUST..........................................7
     Manufacturers Life of America And Manufacturers Life.....................7
     Manufacturers Life of America's Separate Account Three...................7
     Manufacturers Investment Trust...........................................8
DETAILED INFORMATION ABOUT THE POLICIES......................................11
PREMIUM PROVISIONS...........................................................11
     Policy Issue And Initial Premium........................................11
     Premium Allocation......................................................12
     Premium Limitations.....................................................12
     Short-Term Cancellation Right And "Free Look" Provisions................12
PROVISIONS FOR AVOIDING LAPSE................................................13
     No Lapse Guarantee......................................................13
     Death Benefit Guarantee.................................................14
INSURANCE BENEFIT............................................................15
     The Insurance Benefit...................................................15
     Death Benefit Options...................................................15
     Death Benefit Option Changes............................................16
     Face Amount Changes.....................................................17
POLICY VALUES................................................................18
     Policy Value............................................................18
     Transfers Of Policy Value...............................................18
     Policy Loans............................................................19
     Partial Withdrawals And Surrenders......................................22
     Charges and Deductions..................................................22
     Deductions From Premiums................................................23
     Surrender Charges.......................................................23
     Monthly Deductions......................................................30
     Administration Charge...................................................30
     Cost Of Insurance Charge................................................30
     Mortality And Expense Risks Charge......................................31
     Other Charges...........................................................31
     Special Provisions For Group Or Sponsored Arrangements..................33
     Special Provisions For Exchanges........................................34
     The General Account.....................................................34
OTHER GENERAL POLICY PROVISIONS..............................................34
     Policy Default..........................................................34
     Policy Reinstatement....................................................34
     Miscellaneous Policy Provisions.........................................35
OTHER PROVISIONS.............................................................36
     Supplementary Benefits..................................................36
     Payment Of Proceeds.....................................................36
     Reports To Policyowners.................................................36
MISCELLANEOUS MATTERS........................................................36
     Portfolio Share Substitution............................................36
    



                                       ii
<PAGE>   3
   
     Federal Income Tax Considerations.......................................37
     Tax Status Of The Policy................................................37
Tax Treatment Of Policy Benefits.............................................38
     The Company's Taxes.....................................................40
     Distribution Of The Policy..............................................40
     Responsibilities Assumed By Manufacturers Life..........................41
     Voting Rights...........................................................41
     Directors And Officers Of Manufacturers Life of America.................42
     Year 2000 Issues........................................................44
     State Regulations.......................................................45
     Pending Litigation......................................................45
     Additional Information..................................................45
     Independent Auditors....................................................45
Financial Statements........................................................F-1
Appendices..................................................................A-1
A.   Sample Illustrations Of Policy Values, Cash Surrender
     Values And Death Benefits..............................................A-1
B.   Definitions............................................................B-1
C.   Deferred Sales Charge Tables...........................................C-1
    


THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION WHERE THE
OFFERING WOULD NOT BE LAWFUL. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED
IN THIS PROSPECTUS OR IN THE PROSPECTUS OR STATEMENT OF ADDITIONAL INFORMATION
OF MANUFACTURERS INVESTMENT TRUST. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT.

You are urged to examine this prospectus carefully. The INTRODUCTION TO POLICIES
will briefly describe the Flexible Premium Variable Life Insurance Policy. More
detailed information will be found within.


                                       iii
<PAGE>   4
INTRODUCTION TO POLICIES

The following summary is intended to provide a general description of the most
important features of the Policy. It is not a complete description. You should
read all of this prospectus in order to fully understand the provisions of the
Policy.

GENERAL

The Policy provides a death benefit in the event of the death of the life
insured to the person you name as the beneficiary.

You may pay premiums at any time and in any amount, subject to certain
limitations.

You may instruct us as to how your premiums, net of certain deductions, will be
allocated. You may choose among the general account and the sub-accounts of
Manufacturers Life of America's Separate Account Three. The premiums you
allocate to the sub-accounts of Separate Account Three are invested in shares of
a particular Portfolio of Manufacturers Investment Trust. You may change your
instructions as to how premiums should be allocated at any time. You may also
transfer amounts among the sub-accounts subject to certain restrictions (see
"Transfers of Policy Value").

The Portfolios currently available to you are set forth beginning on the inside
front cover of this prospectus. In the future we may make available other
sub-accounts and Portfolios.

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

DEATH BENEFIT

DEATH BENEFIT OPTIONS. You choose one of two death benefit options:

     -    a death benefit equal to the face amount of the Policy, or

     -    a death benefit equal to the face amount of the Policy plus the Policy
          Value.

Under either option, the death benefit may have to be increased to satisfy the
so-called "corridor percentage test" under the definition of life insurance in
the Internal Revenue Code. See DETAILED INFORMATION ABOUT THE POLICIES:
INSURANCE BENEFIT -- "The Insurance Benefit" and "Death Benefit Options."

YOU MAY CHANGE THE DEATH BENEFIT OPTION. You may change the death benefit option
after the Policy has been in force for two years. See Detailed Information About
The Policies; Insurance Benefit -- "Death Benefit Option Changes."

YOU MAY INCREASE THE FACE AMOUNT. After the Policy has been in force for two
years, you may increase the face amount of the Policy once per policy year. You
may have to furnish satisfactory evidence of your insurability. Usually a Policy
will have new surrender charges after an increase. See DETAILED INFORMATION
ABOUT THE POLICIES; INSURANCE BENEFIT -- "Face Amount Changes."

YOU MAY DECREASE THE FACE AMOUNT. After the Policy has been in force for two
years, you may decrease the face amount once per policy year, except during the
two-year period following any increase in face amount. A decrease in face amount
may result in the deduction of surrender charges. At any time during the
two-year period following an increase, you may choose to cancel the increase.
See DETAILED INFORMATION ABOUT THE POLICIES; INSURANCE BENEFIT -- "Face Amount
Changes."


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<PAGE>   5
PREMIUM PAYMENTS ARE FLEXIBLE

You may pay premiums at any time and in any amount, subject to certain
limitations. See DETAILED INFORMATION ABOUT THE POLICIES; PREMIUM PROVISIONS --
"Policy Issue" and "Premium Limitations."

You must pay at least the Initial Premium to put the Policy in force. See
DETAILED INFORMATION ABOUT THE POLICIES; PREMIUM PROVISIONS -- "Policy
Limitations" and "Death Benefit Guarantee."

After the Initial Premium is paid there is no minimum premium required. However,
by complying with certain tests reflecting the amount of premiums paid, you can
ensure that the Policy will not go into default for the first three policy
years. For Policies with a face amount of at least $250,000, the protection
against default extends beyond the three year period. See DETAILED INFORMATION
ABOUT THE POLICIES; PREMIUM PROVISIONS -- "Death Benefit Guarantee."

The Policy is subject to maximum premium limitations to ensure that it qualifies
as life insurance under rules defined in the Internal Revenue Code. See DETAILED
INFORMATION ABOUT THE POLICIES; PREMIUM PROVISIONS -- "Premium Limitations."

THE POLICY VALUE

The Policy has a Policy Value which reflects the following:

     -    the premium payments you have made;

     -    the investment performance of the sub-accounts to which you have
          allocated net premiums;

     -    the interest we have credited to amounts allocated to our general
          account;

     -    any partial withdrawals you have made;

     -    and charges we have deducted under the Policy.

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

INVESTMENT ACCOUNT. We establish an Investment Account under the Policy for each
sub-account of the Separate Account to which you have allocated net premiums or
have transferred amounts. An Investment Account measures the interest of the
Policy in the corresponding sub-account.

The value of each Investment Account under the Policy varies each Business Day
and reflects the investment performance of the Portfolio shares held in the
corresponding sub-account. See DETAILED INFORMATION ABOUT THE POLICIES; Policy
Values -- "Policy Value."

FIXED ACCOUNT. The Fixed Account consists of that portion of the Policy Value
based on net premiums allocated to, and amounts transferred to, the general
account of the Company. We credit interest on amounts in the Fixed Account at an
effective annual rate guaranteed to be at least 4%. See DETAILED INFORMATION
ABOUT THE POLICIES and The General Account.

LOAN ACCOUNT. When you make a policy loan, we will establish a Loan Account
under the Policy. We will transfer an amount from the Investment Accounts and
the Fixed Account to the Loan Account.

We will credit interest to amounts in the Loan Account at an effective annual
rate of at least 4%. The actual rate credited on loan amounts will be the rate
charged on loan amounts less an interest rate differential, currently 1.75%. For
Select Loan


                                       2
<PAGE>   6
Amounts the interest rate differential is currently 0%. This is subject to
change in certain circumstances. See DETAILED INFORMATION ABOUT THE POLICIES;
Policy Values -- "Policy Loans."

TRANSFERS ARE PERMITTED. You may transfer amounts among the sub-accounts of
Separate Account Three and our general account, subject to certain restrictions.

We permit twelve transfers per policy year at no cost to you. Transfers in
excess of that will cost $25 per transfer. If you request more than one transfer
at the same time, we will treat your requests as a single request.

Certain restrictions may apply to transfer requests. See DETAILED INFORMATION
ABOUT THE POLICIES; Policy Values -- "Policy Value."

USING THE POLICY VALUE

BORROWING AGAINST THE POLICY VALUE. You may borrow against the Policy Value. The
minimum loan amount is $500.

Loan interest will be charged on a fixed basis at an effective annual rate of
5.75%. See DETAILED INFORMATION ABOUT THE POLICIES; Policy Values -- "Policy
Loans."

YOU MAY MAKE A PARTIAL WITHDRAWAL OF THE POLICY VALUE. After a Policy has been
in force for two years, you may make a partial withdrawal of the Policy Value.
The minimum amount you may withdraw is $500. You may specify that the withdrawal
is to be made from a specific Investment Account or the Fixed Account.

A partial withdrawal may result in a reduction in the face amount of the Policy.
It may also result in the assessment of a portion of the surrender charges to
which the Policy is subject. See DETAILED INFORMATION ABOUT THE POLICIES; Policy
Values -- "Partial Withdrawals and Surrenders" and Charges and Deductions --
"Surrender Charges."

THE POLICY MAY BE SURRENDERED FOR ITS NET CASH SURRENDER VALUE. The Net Cash
Surrender Value is equal to the Policy Value less surrender charges, outstanding
monthly deductions due and the value of the Loan Account. Surrender of a Policy
during the Surrender Charge Period will usually result in assessment of
surrender charges. See Detailed Information About the Policies; Policy Values --
"Partial Withdrawals and Surrenders" and Charges and Deductions -- "Surrender
Charges."

CHARGES AND DEDUCTIONS

1) DEDUCTIONS FROM PREMIUMS.

     -    we reserve the right to make a charge for state, local and federal
          taxes in an amount not to exceed 3.60% (in Oregon no state premium tax
          is deducted).

2) SURRENDER CHARGES. We usually deduct a deferred underwriting charge and a
deferred sales charge if, during the Surrender Charge Period:

     -    you surrender the Policy for its Net Cash Surrender Value,

     -    you make a partial withdrawal in excess of the Withdrawal Tier Amount,

     -    you decrease the face amount of the Policy, or

     -    the Policy lapses.

The deferred underwriting charge is $6 for each $1,000 of face amount of life
insurance coverage initially or added by increase.


                                       3
<PAGE>   7
In effect, the charge applies only to the first $500,000 of face amount
initially purchased or the first $500,000 of each subsequent increase in face
amount. Thus, the charge made in connection with any one underwriting will not
exceed $3,000.

The full amount of the deferred underwriting charge will be in effect for five
years following Policy issue. Beginning in the sixth year these charges grade
downward over a maximum ten-year period. See DETAILED INFORMATION ABOUT THE
POLICIES; Charges And Deductions -- "Surrender Charges."

The maximum deferred sales charge is 50% of premiums paid up to a maximum number
of Target Premiums that varies (from -0.180 to 3.031) according to the issue age
of the life insured, the face amount at issue and the amount of any increase.

Subject to compliance with the sales charge limitation provisions described
below, the maximum deferred sales charge will be in effect for at least the
first two years of the Surrender Charge Period. After that, the portion of the
deferred sales charge that remains in effect will grade down at a rate that also
varies according to the issue age of the life insured, until at the end of the
Surrender Charge Period there is no deferred sales charge. See DETAILED
INFORMATION ABOUT THE POLICIES -- "Charges And Deductions" -- Surrender Charges.

Because of the sales charge limitation described below, the deferred sales
charge assessable under the Policy may increase at the beginning of the third
policy year.

If you increase the face amount, the surrender charges applicable to the
increase will be those rates that would apply if a Policy were issued to the
life insured at his or her then attained age and based on the amount of the
increase.

LIMITATIONS OF SALES CHARGES. If the Policy is surrendered at any time during
the first two years following issuance or following an increase in face amount
or if you cancel the increase during the two-year period following the increase,
then we may forego deducting the maximum deferred sales charge applicable to the
Policy or the increase. See DETAILED INFORMATION ABOUT THE POLICIES; Charges and
Deductions -- "Surrender Charges." If you surrender the Policy after that
two-year period, the full amount of the applicable sales charge will apply.

3) MONTHLY DEDUCTIONS. At the beginning of each policy month we deduct from the
Policy Value:

     -    an administration charge of $35 per month until the first policy
          anniversary; thereafter $10 per month (the right is reserved to
          increase the administration charge by an additional amount of up to
          $.01 per $1,000 of face amount per

     -    a charge for the cost of insurance,

     -    a charge for mortality and expense risks of .90% per annum through the
          later of the tenth policy anniversary and your attained age 60 and,
          thereafter,.45% per annum (This charge is assessed against the value
          of your investment accounts.), and

     -    charge(s) for any supplementary benefit(s) added to the Policy.

At the Company's discretion, the policy owner may request that the sum of all
charges assessed monthly be deducted from the Fixed Account or one of the
sub-accounts of the Separate Account.

The cost of insurance charge varies based on the net amount at risk under the
Policy and the applicable cost of insurance rate. Cost of insurance rates vary
according to issue age, the duration of the coverage, sex (unless unisex rates
are required by law), any additional risk ratings indicated in the policy, and
risk class of the life insured. The maximum cost of insurance rate we charge
will not exceed the 1980 Commissioners Standard Ordinary Smoker/Nonsmoker
Mortality Tables. However, any additional ratings as indicated in the Policy
will be added to the cost of insurance rate. See DETAILED INFORMATION ABOUT THE
POLICIES; Charges and Deductions --"Monthly Deductions."


                                       4
<PAGE>   8
If the Policy is still in force when the life insured attains age 100, we will
not take any further monthly deductions from the Policy Value.

4) OTHER CHARGES. Charges will be imposed on certain transfers of Policy Values,
including a $25 charge for each transfer in excess of twelve per policy year and
a $5 charge for each Dollar Cost Averaging transfer if Policy Value does not
exceed $15,000. See Policy Values -- "Transfers Of Policy Value."

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 Trust (excluding the Lifestyle Trusts) pays investment management
fees that range from 0.25% to 1.10% of the assets of the Portfolios. In
addition, the Portfolios' other expenses range from between 0.04% and 0.36% of
the assets of the Portfolios (excluding the Lifestyle Trusts). Because each
Lifestyle Trust invests in shares of other Portfolios, each bears its pro rata
shares of the fees and expenses incurred by the other Portfolios.

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.

We reserve the right to charge or establish a provision for any federal, state
or local taxes that may be attributable to the Separate Account or our
operations with respect to the Policies. This charge or provision for taxes
would be in addition to the deductions for state, local and federal taxes
currently being made.

SUPPLEMENTARY BENEFITS

You may choose to add certain supplementary benefits to the Policy. These
supplementary benefits include

     -    an accidental death benefit,

     -    life insurance for additional insured persons,

     -    acceleration of benefits in the event of terminal illness,

     -    a disability benefit to waive the cost of monthly deductions, and

     -    an option to ensure a guaranteed Policy Value.

The cost of any supplementary benefits will be deducted from the Policy Value
monthly. See DETAILED INFORMATION ABOUT THE POLICIES; Other Provisions --
"Supplementary Benefits."

DEFAULT

Unless the Death Benefit Guarantee is in effect, the Policy will go into default
if the Net Cash Surrender Value at the beginning of any policy month would go
below zero after deducting the monthly charges then due. The Policy will not go
into default if the policy qualifies for the Death Benefit Guarantee. We will
send a notice to you if the Policy goes into default. It will allow a grace
period in which you may make a premium payment sufficient to bring the Policy
out of default. If you do not pay the required premium during the grace period,
the Policy will terminate. See DETAILED INFORMATION ABOUT THE POLICIES; Premium
Provisions -- "Policy Default."

DEATH BENEFIT GUARANTEE


                                       5
<PAGE>   9
A death benefit guarantee is available under Policies issued and maintained with
a minimum face amount of $250,000. As long as the Cumulative Premium Test or,
where applicable, the Fund Value Test is satisfied, we guarantee that the Policy
will not go into default

     -    prior to the life insured's attaining age 100 if Death Benefit Option
          1 is maintained throughout the life of the Policy and

     -    prior to the life insured's attaining age 85 if Death Benefit Option 2
          is selected at any time, regardless of the investment performance of
          the Funds underlying the Policy Value.

Under Policies with face amounts of less than $250,000 there is no Death Benefit
Guarantee after the third policy anniversary. The Death Benefit Guarantee is not
available under Policies issued in the state of New Jersey. See DETAILED
INFORMATION ABOUT THE POLICIES; Premium Provisions -- "Death Benefit Guarantee."

REINSTATEMENT

If your Policy is terminated, you may have it reinstated within either the
21-day or five-year period following the date of termination, providing certain
conditions are met. See DETAILED INFORMATION ABOUT THE POLICIES; Premium
Provisions -- "Policy Reinstatement."

FREE LOOK

You may return a Policy for a refund of premium within the later of:

     -    10 days after you receive the Policy,

     -    45 days after you sign the application for the Policy, or

     -    10 days after we mail or deliver a notice of this right of withdrawal.

If you request an increase in face amount which results in new surrender
charges, the "free look" provision will also apply to the increase. See DETAILED
INFORMATION ABOUT THE POLICIES; PREMIUM PROVISIONS -- "Short-Term Cancellation
Right and 'Free Look' Provisions."

FEDERAL TAX MATTERS

We believe that a Policy issued on a standard risk class basis should meet the
definition of a life insurance contract as set forth in Section 7702 of the
Internal Revenue Code of 1986. With respect to a Policy issued on a substandard
basis, there is less guidance available to determine if such a Policy would
satisfy the Section 7702 definition of a life insurance contract, particularly
if the policyowner pays the full amount of premiums permitted under such a
Policy. If your Policy qualifies as a life insurance contract for Federal income
tax purposes, you should not be deemed to be in constructive receipt of Policy
Value under a Policy until there is a distribution from the Policy. Moreover,
death benefits payable under a Policy should be completely excludable from the
gross income of the beneficiary. As a result, the beneficiary generally should
not be taxed on these proceeds. See MISCELLANEOUS MATTERS -- FEDERAL INCOME TAX
CONSIDERATIONS -- (TAX STATUS OF THE POLICY).

Under certain circumstances, a Policy may be treated as a "Modified Endowment
Contract." If the Policy is a Modified Endowment Contract, then all pre-death
distributions, including Policy loans, will be treated first as a distribution
of taxable income and then as a return of investment in the Policy. In addition,
prior to age 59 1/2 any such distributions generally will be subject to a 10%
penalty tax. See MISCELLANEOUS MATTERS -- FEDERAL INCOME TAX CONSIDERATIONS --
(TAX TREATMENT OF POLICY BENEFITS).


                                       6
<PAGE>   10
If the Policy is not a Modified Endowment Contract, distributions generally will
be treated first as a return of investment in the Policy and then a disbursement
of taxable income. Moreover, loans will not be treated as distributions. Select
Loans may, however, be treated as taxable distributions. If you are considering
the use of systematic policy loans as one element of a comprehensive retirement
income plan, you should consult your personal tax adviser regarding the
potential tax consequences if such loans were to so reduce Policy Value that the
Policy would lapse, absent additional payments. The premium payment necessary to
avert lapse would increase with the age of the insured. Finally, neither
distributions nor loans under a Policy that is not a Modified Endowment Contract
are subject to the 10% penalty tax. See MISCELLANEOUS MATTERS -- FEDERAL INCOME
TAX CONSIDERATIONS -- (DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED
ENDOWMENT CONTRACTS).

The United States Congress has in the past considered, and in the future may
consider legislation that, if enacted, could change the tax treatment of life
insurance policies. In addition, the Treasury Department may amend existing
regulations, or adopt new interpretations of existing laws, state tax laws or,
if the policyowner is not a United States resident, foreign tax laws, which may
affect the tax consequences to him or her, the lives insured or the beneficiary.
These laws may change from time to time without notice and, as a result, the tax
consequences may be altered. There is no way of predicting whether, when or in
what form any such change would be adopted. Any such change could have a
retroactive effect regardless of the date of enactment. We suggest that you
consult a tax adviser.

ESTATE AND GENERATION-SKIPPING TAX

The proceeds of this life insurance policy may be taxable under Estate and
Generation-Skipping Tax provisions of the Internal Revenue Code. You should
consult your tax adviser regarding these taxes.

GENERAL INFORMATION ABOUT MANUFACTURERS LIFE OF AMERICA, SEPARATE ACCOUNT THREE,
AND MANUFACTURERS INVESTMENT TRUST

MANUFACTURERS LIFE OF AMERICA AND MANUFACTURERS LIFE

We are a stock life insurance company governed by the laws of Michigan. We are
licensed to do business as a life insurance company in the District of Columbia
and all states of the United States except New York. We are an indirect
wholly-owned subsidiary of The Manufacturers Life Insurance Company
("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.

We and Manufacturers Life have received the following ratings from independent
rating agencies: Standard and Poor's Insurance Rating Service -- AA+ (for
financial strength), A.M. Best Company -- A++ (for financial strength), Duff &
Phelps Credit Rating Co. -- AAA (for claims paying ability), and Moody's
Investors Service, Inc. - Aa2 (for financial strength). Neither we nor
Manufacturers Life guarantees the investment performance of the Separate
Account.

MANUFACTURER'S LIFE OF AMERICA SEPARATE ACCOUNT THREE

We established Separate Account Three on August 22, 1986. The Separate Account
holds assets that are segregated from all of our other assets. The Separate
Account is currently used only to support variable life insurance policies.

We are 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 our other income, gains or losses.

We 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 we
conduct. However, our obligations under the policies are part of our general
corporate obligations.


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<PAGE>   11
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

We invest the assets of each sub-account of the Separate Account in shares of a
particular Portfolio of Manufacturers Investment Trust. The Trust is registered
under the 1940 Act as an open-end management investment company. It receives
investment advisory services from Manufacturers Securities Services, LLC.
Manufacturers Securities Services, LLC is a registered investment adviser under
the Investment Advisers Act of 1940. It too is an indirect wholly-owned
subsidiary of Manufacturers Life.

Manufacturers Investment Trust employs sub-advisers to perform the securities
selection process. The sub-adviser for each Portfolio is identified in the
description of the eligible Portfolios set forth commencing on the inside front
cover of this prospectus.

The Separate Account purchases and redeems shares of Manufacturers Investment
Trust at net asset value. Any dividend or capital gain distribution received
from a Portfolio will be reinvested immediately at net asset value in shares of
that Portfolio and retained as assets of the corresponding sub-account.

The list of Portfolios in which you may invest under the Policy and the
investment objectives and certain policies of those Portfolios is set forth
below. A full description of Manufacturers Investment Trust, its investment
objectives, policies and restrictions, the risks associated therewith, its
expenses, and other aspects of its operation is contained in the accompanying
Manufacturers Investment Trust prospectus, which should be read together with
this prospectus.

We use shares of Manufacturers Investment Trust to support benefits under both
variable annuity contracts and variable life insurance policies that we or life
insurance companies affiliated with us issue. We also purchase shares through
our general account for certain limited purposes including providing initial
portfolio seed money. For a description of the procedures for handling potential
conflicts of interest arising from the funding of benefits under both types of
policies, you should review the accompanying Manufacturers Investment Trust
prospectus.

ELIGIBLE PORTFOLIOS

The Portfolios of Manufacturers Investment Trust available under the Policies
are as follows:

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

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

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

The AGGRESSIVE GROWTH TRUST (formerly, the Pilgrim Baxter Growth Trust) seeks
long-term capital appreciation by investing the portfolio's asset principally in
common stocks, convertible bonds, convertible preferred stocks and warrants of
companies which in the opinion of the subadviser are expected to achieve
earnings growth over time at a rate in excess of 15% per year. Many of these
companies are in the small and medium-sized category.


                                       8
<PAGE>   12
The EMERGING SMALL COMPANY TRUST (formerly, the Emerging Growth Trust) seeks
long-term growth of capital by investing, under normal market conditions, at
least 65% of the portfolio's total assets in common stock equity securities of
small capitalization ("small cap") growth companies. In general, companies in
which the portfolios invests will have market cap values of less than $1.5
billion at the time of purchase.

The SMALL COMPANY BLEND TRUST seeks long-term growth of capital and income by
investing the portfolio's assets, under normal market conditions, primarily in
equity and equity-related securities of companies with market capitalization
between $50 million and $1 billion.

The MID CAP GROWTH TRUST (formerly, the Small/Mid Cap Trust) seeks long-term
capital appreciation by investing the portfolio's assets principally in common
stocks, with emphasis on medium-sized and smaller emerging growth companies.

The MID CAP STOCK TRUST seeks long-term growth of capital by investing primarily
in equity securities of companies with market capitalizations that approximately
match the range of capitalization of the Wilshire Mid Cap 750 Index.

The OVERSEAS TRUST (formerly, the International Growth & Income Trust) seeks
growth of capital by investing, under normal market conditions, at least 65% of
the portfolios' assets in foreign securities (including American Depositary
Receipts (ADRs) and European Depositary Receipts (EDRs). The portfolios expects
to invest primarily in equity securities.

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

The INTERNATIONAL VALUE TRUST seeks long-term growth of capital by investing,
under normal market conditions, primarily in equity securities of companies
located outside the U.S., including in emerging markets.

The MID CAP BLEND TRUST (formerly, the Equity Trust) seeks growth of capital by
investing primarily in common stocks of United States issuers and securities
convertible into or carrying the right to buy common stocks.

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

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

The GROWTH TRUST seeks long-term growth of capital by investing primarily in
large capitalization growth securities (market capitalizations of approximately
$1 billion or greater).

The LARGE CAP GROWTH TRUST (formerly, the Aggressive Asset Allocation Trust)
seeks long-term growth of capital by investing, under normal market conditions,
at least 65% of the portfolio's assets in equity securities of companies with
large market capitalizations.

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

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

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


                                       9
<PAGE>   13
The VALUE TRUST seeks to realize an above-average total return over a market
cycle of three to five years, consistent with reasonable risk, by investing
primarily in common and preferred stocks, convertible securities, rights and
warrants to purchase common stocks, ADRs and other equity securities of
companies with equity capitalizations usually greater than $300 million.

The EQUITY INDEX TRUST seeks to achieve investment results which approximate the
aggregate total return of publicly traded common stocks which are included in
the Standard & Poor's 500 Composite Stock Price.

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

The U.S. LARGE CAP TRUST seeks long-term growth of capital and income by
investing the portfolio's assets, under normal market conditions, primarily in
equity and equity-related securities of companies with market capitalization
greater than $500 million.

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

The INCOME & VALUE TRUST (formerly, the Moderate Asset Allocation Trust) seeks
the balanced accomplishment of (a) conservation of principal and (b) long-term
growth of capital and income by investing the portfolio's assets in both equity
and fixed-income securities. The subadviser has full discretion to determine the
allocation between equity and fixed-income securities.

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

The HIGH YIELD TRUST seeks to realize an above-average total return over a
market cycle of three to five years, consistent with reasonable risk, by
investing primarily in high yield debt securities, including corporate bonds and
other fixed-income securities.

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

The GLOBAL BOND TRUST (formerly, the Global Government Bond Trust) seeks to
realize maximum total return, consistent with preservation of capital and
prudent investment management by investing the portfolio's asset primarily in
fixed income securities denominated in major foreign currencies, baskets of
foreign currencies (such as the ECU), and the U.S. dollar.

The TOTAL RETURN TRUST seeks to realize maximum total return, consistent with
preservation of capital and prudent investment management by investing, under
normal market conditions, at least 65% of the portfolio's assets in a
diversified portfolio of fixed income securities of varying maturities. The
average portfolio duration will normally vary within a three- to six- year time
frame based on PIMCO's forecast for interest rates.

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

The DIVERSIFIED BOND TRUST (formerly, the Conservative Asset Allocation Trust)
seeks high total return as is consistent with the conservation of capital by
investing at least 75% of the portfolio's assets in fixed-income securities.


                                       10
<PAGE>   14
The U.S. GOVERNMENT SECURITIES TRUST seeks a high level of current income
consistent with preservation of capital and maintenance of liquidity, by
investing in debt obligations and mortgage-backed securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities and
derivative securities such as collateralized mortgage obligations backed by such
securities.

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

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

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

The LIFESTYLE BALANCED 640 TRUST seeks to provide a balance between a high level
of current income and growth of capital with a greater emphasis given to capital
growth by investing approximately 40% of the Lifestyle Trust's assets in
Underlying Portfolios which invest primarily in fixed income securities and
approximately 60% of its assets in Underlying Portfolios which invest primarily
in equity securities.

The LIFESTYLE MODERATE 460 TRUST seeks to provide a balance between a high level
of current income and growth of capital with a greater emphasis given to high
income by investing approximately 60% of the Lifestyle Trust's assets in
Underlying Portfolios which invest primarily in fixed income securities and
approximately 40% of its assets in Underlying Portfolios which invest primarily
in equity securities.

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

DETAILED INFORMATION ABOUT THE POLICIES

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 death benefit is not determined by the corridor
percentage test (see "Death Benefit Options").

PREMIUM PROVISIONS

POLICY ISSUE AND INITIAL PREMIUM

To purchase a Policy, you must submit a completed application. We will issue a
Policy only if it has a face amount of at least $50,000 ($100,000 for preferred
risk policies). Generally, we issue a Policy only to persons between ages 0 and
90. In certain circumstances we may in our sole discretion issue a Policy to
persons above age 90. Before issuing a Policy, we will require evidence of
insurability satisfactory to us. A life insured will have a risk class of
preferred/non-smoker, preferred/smoker, standard/non-smoker or standard/smoker
as determined by our underwriting rules. We may issue Policies to persons who
fail to meet standard underwriting requirements by assigning an additional
rating. We will accept an application if it meets our insurance underwriting
rules. Each Policy has a policy date from which policy years, policy months and
policy anniversaries are all determined. Each Policy also has an effective date
which is the date we become obligated under the Policy and when the first
monthly deductions are taken.


                                       11
<PAGE>   15
If an application is accompanied by a check for at least the Initial Premium and
we accept the application, the policy date will be the date we receive the
application and check at our Service Office. The effective date will be the date
our underwriters approve issuance of the Policy. If an application is
accompanied by a check for at least the Initial Premium, the life insured may be
covered under the terms of a conditional insurance agreement until the effective
date.

If an application that we accept is not accompanied by a check for at least the
Initial Premium, we will issue the Policy with a policy date which is seven days
after issuance of the Policy (the "issue date") and with an effective date which
is the date our Service Office receives at least the Initial Premium. In certain
situations a different policy date may be used. We must receive the Initial
Premium within 60 days after the policy date; however, we may require the
Initial Premium within 30 days on Policies issued with Additional Ratings. If
the Initial Premium is not paid or if the application is rejected, we will
cancel the Policy and return any premiums paid to the applicant.

Under certain circumstances we may issue a Policy with a backdated policy date.
A Policy will not be backdated more than six months (twelve months where allowed
by state regulation) before the date of the application for the Policy. Monthly
deductions will be made for the period the policy date is backdated.

We will credit interest on all premiums received prior to the effective date of
a Policy from the date of receipt at the rate of return then being earned on
amounts allocated to the Money Market Trust. On the effective date, we will
allocate the premiums paid plus interest credited, net of deductions for
federal, state and local taxes, among the Investment Accounts or the Fixed
Account in accordance with the your instructions.

We will allocate all premiums received on or after the effective date of the
Policy among the Investment Accounts or the Fixed Account as of the date the
premiums were received at our 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.

PREMIUM ALLOCATION

You may allocate your premium payments, net of deductions, to either the Fixed
Account or to one or more of the Investment Accounts. Amounts allocated to the
Fixed Account will accumulate at an annual rate of interest equal to at least
4%. Amounts allocated to the Investment Accounts will be invested in shares of
the Portfolios held by the corresponding sub-accounts of the Separate Account.
Your allocation must be made as a percentage of the Net Premium. The percentage
may be any whole number between zero and 100, provided the total percentage
equals 100. You may change the way in which your Net Premiums are allocated at
any time without charge. The change will take effect on the date a written or
telephonic request for change, in a format satisfactory to us, is received at
our Service Office.

PREMIUM LIMITATIONS

After you pay the Initial Premium, you may pay additional premiums at any time
and in any amount during the lifetime of the life insured subject to certain
limitations. After the Initial Premium, all premiums must be paid to our Service
Office. Unlike traditional insurance, premiums are not payable at specified
intervals or in specified amounts. Your Policy will be issued with a Planned
Premium which is based on the amount of premium you wish to pay. It is
recommended that the Planned Premium be such that the Cumulative Premium Test
(see Insurance Benefits -- "Death Benefit Guarantee") will be satisfied.

We will send notices to you setting forth the Planned Premium at the payment
interval you select, unless you are making payments pursuant to a pre-authorized
payment plan. However, you are under no obligation to make the indicated
payment.

We will not accept any premium payment which is less than $50, unless the
premium is payable pursuant to a pre-authorized payment plan. In that case we
will accept a payment of as little as $10. We may change these minimums on 90
days' written notice. The Policies also limit the sum of the premiums that may
be paid at any time in order to preserve the qualification of the Policies as
life insurance for federal tax purposes. These limitations are set forth in each
Policy. We


                                       12
<PAGE>   16
reserve the right to refuse or refund any premium payments that may cause a
Policy to fail to qualify as life insurance under applicable tax law.

SHORT TERM CANCELLATION RIGHT AND "FREE LOOK" PROVISIONS

You may return a Policy for a refund of the premium

     -    within 10 days after it is received,

     -    within 45 days after the application for the Policy is signed, or

     -    within 10 days after we mail or deliver a notice of right of
          withdrawal,

whichever is latest. The Policy can be mailed or delivered to our agent who sold
it or to our Service Office. Immediately on such delivery or mailing, the Policy
is deemed void from the beginning. Within seven days after receipt of the
returned Policy at our Service Office, we will refund any premium paid. We
reserve the right to delay the refund of any premium paid by check until the
check has cleared.

If you request an increase in face amount which results in new surrender
charges, you 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. You 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.

PROVISIONS FOR AVOIDING LAPSE

NO LAPSE GUARANTEE

In those states where it is permitted, you may elect the No Lapse Guarantee on
Policies issued with a face amount of at least $250,000 (calculated as described
below). (In Illinois this benefit is known as Minimum Premium Guarantee.) If
elected, as long as the No Lapse Guarantee Cumulative Premium Test (see below)
is satisfied during the first five policy years, we guarantee that the Policy
will not go into default (see OTHER GENERAL PROVISIONS -- "Policy Default"). Our
guarantee applies even if a combination of Policy loans, adverse investment
experience and other factors causes the Policy's Net Cash Surrender Value to be
insufficient to meet the monthly deductions due at the beginning of a policy
month. For purposes of determining the face amount at issue for the No Lapse
Guarantee, the face amount includes any amounts purchased under the
supplementary insurance option.

The No Lapse Guarantee terminates at the end of the fifth policy year.

The No Lapse Guarantee is not offered to life insureds with an issue age
exceeding 85.

While the No Lapse Guarantee is in effect, we will determine at the beginning of
each policy month whether the No Lapse Guarantee Cumulative Premium Test,
described below, has been satisfied. If it has not been satisfied, we will
notify you of that fact and allow a 61-day grace period in which you may make a
premium payment sufficient to keep the No Lapse Guarantee in effect. This
required payment, as described in the notification to you, will be equal to the
outstanding premium required to meet the No Lapse Guarantee Cumulative Premium
Test as of the date the No Lapse Guarantee was not satisfied plus the Monthly No
Lapse Guarantee Premium due for the next two policy months.

If the required payment is not received by the end of the grace period, the No
Lapse Guarantee will terminate. Thereafter, the Policy may go into default if
the Policy's Net Cash Surrender Value is insufficient to meet the monthly
deductions due at the beginning of a policy month. A death benefit option change
will also terminate the No Lapse Guarantee if it is in effect at the time of the
change as will a decrease in face amount below $250,000. The No Lapse Guarantee
cannot be reinstated


                                       13
<PAGE>   17
after it has been terminated. See OTHER GENERAL POLICY PROVISIONS --"Policy
Default," and INSURANCE BENEFIT -- "Death Benefit Option Changes."

NO LAPSE GUARANTEE CUMULATIVE PREMIUM TEST. The No Lapse Guarantee Cumulative
Premium Test is satisfied if, as of the beginning of the policy month, the sum
of all premiums paid to date less any partial withdrawals and less any Policy
Debt is at least equal to the sum of the Monthly No Lapse Guarantee Premiums due
since the policy date.

The Monthly No Lapse Guarantee Premium is one-twelfth of the No Lapse Guarantee
Premium. The No Lapse Guarantee Premium is set forth in the Policy. It is
subject to change if you change the face amount of the Policy (see INSURANCE
BENEFIT -- "Face Amount Changes"), or if there is any change in the
supplementary benefits added to the Policy or in the risk class of any life
insured.

DEATH BENEFIT GUARANTEE

POLICIES WITH FACE AMOUNTS OF AT LEAST $250,000. If permitted by state law and
if you elect, we will guarantee that a Policy issued and maintained with a
minimum face amount of $250,000 will not go into default if the Cumulative
Premium Test (see below) is satisfied. (See OTHER GENERAL POLICY PROVISIONS --
"Policy Default".) Our guarantee applies even if a combination of policy loans,
adverse investment experience or other factors causes the Policy's Net Cash
Surrender Value to be insufficient to meet the monthly deductions due at the
beginning of a policy month.

If after the tenth policy anniversary the Cumulative Premium Test is not
satisfied but the Fund Value Test (see below) is satisfied, we will keep the
Death Benefit Guarantee in effect.

This Death Benefit Guarantee, which is not available in the state of New Jersey,
will expire at the end of a policy year specified in the Policy. Currently, the
specified policy year is

          (i)  the year in which the life insured reaches attained age 100 if
               Death Benefit Option 1 is maintained throughout the life of the
               Policy and

          (ii) the year in which the life insured reaches attained age 85 if
               Death Benefit Option 2 is selected at any time.

While the guarantee is in effect, we will determine at the beginning of each
policy month whether the Cumulative Premium Test or the Fund Value Test has been
satisfied. If neither has been satisfied, we will notify you of that fact and
allow a 61-day grace period in which you may make a premium payment sufficient
to keep the Death Benefit Guarantee in effect. The required payment will be
equal to the outstanding premium required to meet the Cumulative Premium Test at
the date neither test was satisfied, plus the Monthly Death Benefit Guarantee
Premium due for the next two policy months. If the required payment is not
received by the end of the grace period, the Death Benefit Guarantee will
terminate. Once the Death Benefit Guarantee is terminated, it cannot be
reinstated.

POLICIES WITH FACE AMOUNTS UNDER $250,000. If permitted by state law and you
elect, we will guarantee that a Policy with a face amount less than $250,000 at
issue or after face amount decrease will not go into default during the first
three policy years if the Cumulative Premium Test is satisfied. Our guarantee
applies even if a combination of policy loans, adverse investment experience or
other factors should causes the Policy's Net Cash Surrender Value to be
insufficient to meet the monthly deductions due at the beginning of a policy
month. After the third policy anniversary, the Death Benefit Guarantee
terminates.

CUMULATIVE PREMIUM TEST. The Cumulative Premium Test is satisfied if at the
beginning of each policy month the sum of all premiums paid to date less any
partial withdrawals and any Policy Debt is at least equal to the sum of the
Monthly Death Benefit Guarantee Premiums due since the policy date. The Death
Benefit Guarantee Premium will increase when the insured attains age 70. The
Death Benefit Guarantee Premiums for ages 0-69 and age 70 and above are set
forth in the Policy. They are subject to change if you change the face amount of
the Policy or the death benefit option (see -- "Death


                                       14
<PAGE>   18
Benefit Option Changes" and "Face Amount Changes") or if there is any change in
the supplementary benefits added to the Policy or in the risk class of the life
insured.

FUND VALUE TEST. The Fund Value Test is applicable after the tenth anniversary
of the Policy. The Fund Value Test is satisfied if at the beginning of each
policy month the Net Policy Value is greater than or equal to the Gross Single
Premium.

INSURANCE BENEFIT

THE INSURANCE BENEFIT

If the Policy is in force at the time of the life insured's death, we will pay
an insurance benefit based on the death benefit option that you select upon
receipt of due proof of death. The amount payable will be the death benefit
under the selected option, plus any amounts payable under any supplementary
benefits added to the Policy, less the value of the Loan Account at the date of
death. The insurance benefit will be paid in one sum unless we and the
beneficiary agree upon another form of settlement. If the insurance benefit is
paid in one sum, we will pay interest from the date of death to the date of
payment. If the life insured should die after our receipt of a request for
surrender, no insurance benefit will be payable, and we will pay only the Net
Cash Surrender Value.

DEATH BENEFIT OPTIONS

You may select one of two death benefit options -- Option 1 and Option 2.

Under Option 1 the death benefit is

     -    the face amount of the Policy at the date of death or, if greater,

     -    the Policy Value at the date of death multiplied by the applicable
          percentage in the table set forth below.

Under Option 2 the death benefit is

     -    the face amount of the Policy plus the Policy Value at the date of
          death or, if greater,

     -    the Policy Value at the date of death multiplied by the applicable
          percentage in the following table:


<TABLE>
<CAPTION>
Age          Corridor        Age       Corridor          Age           Corridor
             Percentage                Percentage                      Percentage
- ---          ----------      ---       ----------        ---           ----------
<S>          <C>             <C>       <C>               <C>           <C>
40&below     250%            54        157               68            117
41           243             55        150               69            116
42           236             56        146               70            115
43           229             57        142               71            113
44           222             58        138               72            111
45           215             59        134               73            109
46           209             60        130               74            107
47           203             61        128               75-90         105
48           197             62        126               91            104
49           191             63        124               92            103
50           185             64        122               93            102
51           178             65        120               94            101
52           171             66        119               95&above      100
53           164             67        118
</TABLE>


                                       15
<PAGE>   19
Regardless of which death benefit option is in effect, the relationship of
Policy Value to death benefit will change whenever we use the "corridor
percentages" to determine the amount of the death benefit. This will occur
whenever multiplying the Policy Value by the applicable percentage set forth in
the above table results in a greater death benefit than would otherwise apply
under the selected option.

For example, assume the life insured under a Policy with a face amount of
$100,000 has an attained age of 40. If Option 1 is in effect, the corridor
percentage will produce a greater death benefit whenever the Policy Value
exceeds $40,000 (250% X $40,000 = $100,000). If the Policy Value is less than
$40,000, an incremental change in Policy Value, up or down, will have no effect
on the death benefit. If the Policy Value is greater than $40,000, an
incremental change in Policy Value will result in a change in the death benefit
by a factor of 2.5. Thus, if the Policy Value were to increase to $40,010, the
death benefit would be increased to $100,025 (250% X $40,010 = $100,025).

If Option 2 were in effect in the above example, the corridor percentage would
produce a greater death benefit whenever the Policy Value exceeded $66,667 (250%
X 66,667 = 166,667). At that point the death benefit produced by multiplying the
Policy Value by 250% would result in a greater amount than adding the Policy
Value to the face amount of the Policy. If the Policy Value is less than
$66,667, an incremental change in Policy Value will have a dollar-for-dollar
effect on the death benefit. If the Policy Value is greater than $66,667, an
incremental change in Policy Value will result in a change in the death benefit
by a factor of 2.5 in the same manner as would be the case under Option 1 when
the corridor percentage determined the death benefit.

DEATH BENEFIT OPTION CHANGES

Your initial selection of the death benefit option is made in the application.
After the Policy has been in force for two years, you may change the death
benefit option. The change will be effective as of any subsequent policy month
following a request. Your written request for a change must be received by us at
least 30 days prior to the beginning of a policy month in order to become
effective on that date. We reserve the right to limit a request for change if
the change would cause the Policy to fail to qualify as life insurance for tax
purposes.

A change in death benefit option will result in a change in the Policy's face
amount. The change in face amount is required in order to avoid any change in
the amount of the death benefit.


<TABLE>
<S>                      <C>
CHANGE TO OPTION 2       If the change in death benefit is FROM OPTION 1 TO OPTION 2, the new
                         face amount will be equal to the face amount prior to the change minus
NEW FACE AMOUNT=         the Policy Value on the effective date of the change.  A change to
OLD FACE AMOUNT          Option 2 will not be allowed if it would cause the face amount of the
    MINUS                Policy to go below the minimum face amount of $50,000 ($100,000 for
POLICY VALUE             preferred risk policies).  A change to Option 2 will shorten the death
                         benefit guarantee period to the year in which the life insured reaches
                         attained age 85.


CHANGE TO OPTION 1       If the change in death benefit is FROM OPTION 2 TO OPTION 1, the new
                         face amount will be equal to the face amount prior to the change plus
NEW FACE AMOUNT=         the Policy Value on the effective date of the change. The
OLD FACE AMOUNT          increase in  face amount resulting from a change to Option 1 will
    PLUS                 not affect the amount of surrender charges to which a policy may be
POLICY VALUE             subject.  The Company has the right to require satisfactory evidence
                         of insurability before permitting a change from Option 2 to Option 1.
                         The Company does not currently require evidence of insurability when
                         making this change.
</TABLE>


If you wish to have level insurance coverage, you should generally select Option
1. Under Option 1, increases in Policy Value usually will reduce the net amount
of risk under a Policy which will reduce cost of insurance charges. This means


                                       16
<PAGE>   20
that favorable investment performance should result in a faster increase in
Policy Value than would occur under an identical Policy with Option 2 in effect.
However, the larger Policy Value which may result under Option 1 will not affect
the amount of the death benefit unless the corridor percentages are used to
determine the death benefit.

If you want to have the Policy Value reflected in the death benefit so that any
increases in Policy Value will increase the death benefit, you should generally
select Option 2. Under Option 2, the net amount at risk will remain level unless
the corridor percentages are used to determine death benefit, in which case
increases in Policy Value will increase the net amount at risk.

FACE AMOUNT CHANGES

Subject to certain limitations, you may increase or decrease the face amount of
your Policy. A change in face amount may affect the Death Benefit Guarantee
Premium, the monthly deductions and surrender charges (see "Charges And
Deductions").

MINIMUM CHANGES. Currently, each increase or decrease in face amount (other than
a decrease resulting from a partial withdrawal) must be at least $50,000
($100,000 for increases in preferred risk policies and $10,000 for increases
under Policies purchased under group or sponsored arrangements). We reserve the
right to increase or decrease the minimum face amount change on 90 days' written
notice to you. We also reserve the right to limit a change in face amount to the
extent necessary to prevent the Policy from failing to qualify as life insurance
for tax purposes.

INCREASES. After the Policy has been in force for two years, you may increase
the face amount of your Policy once per policy year. Increases are subject to
satisfactory evidence of insurability. An increase will become effective at the
beginning of the next policy month following the date we approve the requested
increase. We reserve the right to refuse your request for an increase if the
life insured's age at the effective date of the increase would be greater than
the maximum issue age for new Policies at that time.

An increase in face amount will usually subject the Policy to new surrender
charges. The new surrender charges will be computed as if a new Policy were
being purchased for the increase in face amount. For purposes of determining the
new deferred sales charge, a portion of the Policy Value at the time of the
increase, and a portion of the premiums paid on or subsequent to the increase,
will be deemed to be premiums attributable to the increase. See CHARGES AND
DEDUCTIONS -- "Surrender Charges."

Any increase in face amount to a level less than the highest face amount
previously in effect will have no effect on the surrender charges to which the
Policy is subject, since surrender charges, if applicable, will have been
assessed in connection with the prior decrease in face amount. The insurance
coverage eliminated by the decrease of the oldest face amount will be deemed to
be restored first. As with the purchase of a Policy, you will have free look and
sales charge limitation rights with respect to any increase resulting in new
surrender charges.

No additional premium is required for a face amount increase. However, you may
need to pay an additional premium to keep the Policy from going into default.
This is because new surrender charges resulting from an increase would
automatically reduce the Net Cash Surrender Value of the Policy. Moreover, a new
Death Benefit Guarantee Premium will be determined.

DECREASES. After the Policy has been in force for two years, you may decrease
the face amount of your Policy once per policy year. No decrease is allowed
during the two-year period following an increase in face amount. However, during
that two-year period, you may choose to cancel the increase in face amount and
have the deferred sales charge for the increase reduced by applicable
limitations on sales charges attributable to the increase. A decrease in face
amount will become effective at the beginning of the next policy month following
the receipt of a properly executed request. A decrease will not be allowed if it
would cause the face amount to go below the minimum face amount of $50,000
($100,000 for preferred risk policies).


                                       17
<PAGE>   21
Usually, we will deduct surrender charges from the Policy Value whenever a
decrease in face amount is made during the Surrender Charge Period. See CHARGES
AND DEDUCTIONS -- "Surrender Charges." For purposes of determining surrender and
cost of insurance charges, a decrease will reduce face amount in the following
order: (a) the face amount provided by the most recent increase, then (b) the
face amounts provided by the next most recent increases successively, and
finally (c) the initial face amount.

POLICY VALUES

POLICY VALUE

A Policy has a Policy Value. You may access a portion of the Policy Value by
making a policy loan or partial withdrawal or by surrendering the Policy. See
"Policy Loans" and "Partial Withdrawals And Surrenders" below. The Policy Value
may also affect the amount of the death benefit. See INSURANCE BENEFIT -- "Death
Benefit Options." 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. The
following discussion relates only to the Investment Accounts. Policy loans are
discussed under "Policy Loans" and the Fixed Account is discussed under "The
General Account." The portion of the Policy Value based on the Investment
Accounts is not guaranteed and will vary each Business Day with the investment
performance of the underlying Portfolio.

We establish an Investment Account under the Policy for each sub-account of the
Separate Account to which you allocate net premiums or transfer amounts. Each
Investment Account measures the interest of the Policy in the corresponding
sub-account. The value of the Investment Account 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.

We credit sub-account units to a Policy whenever you allocate net premiums or
transfer amounts to that sub-account. Sub-account units 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 at the end of the
Business Day on which the transaction occurs. The number of units credited with
respect to a premium payment is based on the applicable unit values at the end
of the Business Day on which the premium is received at our Service Office or
other office or entity so designated by us.

Units are valued at the end of each Business Day. A Business Day is deemed to
end at the time of the determination of the net asset value of the underlying
Portfolio shares. When an order involving the crediting or canceling of units is
received after the end of a Business Day or on a day which is not a Business
Day, the order will be processed on the basis of unit values determined at the
end of 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 at the end of the next Business Day.

The value of a unit of each sub-account was initially fixed at $10. For each
subsequent Business Day the unit value is determined by multiplying the unit
value for the preceding Business Day by the "net investment factor" for the
particular sub-account for that subsequent Business Day. The net investment
factor for a sub-account for 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 at the end of such Business Day before any
               policy transactions are made on that day;

          (b)  is the net asset value of the underlying Portfolio shares held by
               that sub-account at the end of the immediately preceding Business
               Day after all policy transactions have been 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.

TRANSFERS OF POLICY VALUE


                                       18
<PAGE>   22
You may change the extent to which your Policy Value is based upon any specific
sub-account of the Separate Account or the Company's general account. You make
those changes by transferring amounts from one or more Investment Accounts or
the Company's general account to other Investment Accounts or the Company's
general account. You are permitted to make twelve transfers each policy year
free of charge. If you make additional transfers in a policy year, we will
charge you $25 per transfer. We will assess this charge against the Investment
Account or Fixed Account from which the amount is being transferred. For this
purpose all transfer requests we receive from you on the same Business Day will
be treated as a single transfer request.

The most that you may transfer 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.

Your request for transfer must be in a format satisfactory to us. It must be in
writing unless you have a currently valid telephone transfer authorization form
on file with us. Generally, we will not be liable for following telephone
instructions that we reasonably believe to be genuine. We will employ reasonable
procedures to confirm that telephone instructions are genuine. Those procedures
shall consist of confirming that a valid telephone authorization form is on
file, tape recording all telephone transactions and providing written
confirmation of the instructions. We may be liable for any losses resulting from
unauthorized or fraudulent telephone transfers if we fail to follow reasonable
procedures.

You may effectively convert your Policy to a fixed benefit policy by
transferring the Policy Value in all of the Investment Accounts to the Fixed
Account and by changing your allocation of net premiums entirely to the Fixed
Account. As long as the entire Policy Value is allocated to the Fixed Account,
the Policy Value, other values based thereon and the death benefit will be
determinable and guaranteed. The Investment Account values to be transferred to
the Fixed Account will be determined as of the Business Day on which we receive
the request for conversion. No change in the issue age, risk class of the life
insured or face amount will result from a conversion. You may transfer any or
all of the Policy Value to the Fixed Account at any time, even if a prior
transfer has been made during the policy month.

DOLLAR COST AVERAGING. We offer a Dollar Cost Averaging program. Under this
program amounts will be automatically transferred at predetermined intervals
from one Investment Account to any other Investment Account(s) or the Fixed
Account.

Under the Dollar Cost Averaging program you designate an amount to be
transferred at predetermined intervals from one Investment Account into any
other Investment Account(s) or the Fixed Account. Each transfer under the Dollar
Cost Averaging program must be of a minimum amount set by us. We may change this
minimum at any time in our discretion. Currently, no charge will be made for
this program if the Policy Value exceeds $15,000 on the date of transfer.
Otherwise, there will be a charge of $5 for each transfer. We will deduct the
charge from the value of the Investment Account out of which the transfer is
made. If there are insufficient funds to effect a Dollar Cost Averaging
transfer, including the charge, if applicable, we will not effect the transfer
and will notify you of that fact. We reserve the right to cease to offer this
program on 90 days' written notice.

ASSET ALLOCATION BALANCER TRANSFERS. We also offer policyowners the ability to
have amounts automatically transferred among stipulated Investment Accounts to
maintain an allocated percentage in each stipulated Investment Account.

Under the Asset Allocation Balancer program you designate an allocation of
Policy Value among Investment Accounts. At six month intervals, beginning six
months after the policy date, we will move amounts among the Investment Accounts
as necessary to maintain your chosen allocation. A change to your premium
allocation instructions will automatically result in a change in Asset
Allocation Balancer instructions so that the two are identical unless either you
instruct us differently or a Dollar Cost Averaging request is in effect.
Currently, we make no charge for this program; however, we reserves the right to
institute a charge on 90 days' written notice.

We reserve the right to cease to offer this program on 90 days' written notice.


                                       19
<PAGE>   23
POLICY LOANS

While the Policy is in force, you may borrow against your Policy Value. The
Policy serves as the only security for the loan. The minimum amount of any loan
is $500. The maximum loan amount is the amount which would cause the Modified
Policy Debt to equal the loan value of the Policy on the date of the loan. The
loan value is the Policy's Cash Surrender Value less the monthly deductions due
to the next policy anniversary. The Modified Policy Debt as of any date is the
Policy Debt (the aggregate amount of policy loans, including borrowed interest,
less any loan repayments) plus the amount of interest to be charged to the next
policy anniversary, all discounted from the next policy anniversary to such date
at an annual rate of 4%. We transfer an amount equal to the Modified Policy Debt
to the Loan Account to ensure that a sufficient amount will be available to pay
interest on the Policy Debt at the next policy anniversary.

For example, assume a Policy with a loan value of $5,000, no outstanding policy
loans and a loan interest rate of 5.75%. The maximum amount that can be borrowed
is an amount that will cause the Modified Policy Debt to equal $5,000. If the
loan is made on a policy anniversary, the maximum loan will be $4,917. This
amount at 5.75% interest will equal $5,200 one year later; $5,200 discounted to
the date of the loan at 4% (the Modified Policy Debt) equals $5,000. Because the
minimum rate of interest credited to the Loan Account is 4%, $5,000 must be
transferred to the Loan Account to ensure that $5,200 will be available at the
next policy anniversary to cover the interest accrued on the Policy Debt.

When a loan is made, we will deduct from the Investment Accounts or the Fixed
Account, and transfer to the Loan Account, an amount which will result in the
Loan Account value being equal to the Modified Policy Debt. You 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,
we will allocate the amount to be transferred 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.

A policy loan may result in a Policy's failing to satisfy the Cumulative Premium
Test, since the Policy Debt is subtracted from the sum of the premiums paid in
determining whether the Cumulative Premium Test is satisfied. As a result, the
death benefit guarantee may terminate. See Insurance Benefit -- "Death Benefit
Guarantee" and Other General Policy Provisions -- "Policy Default."

Moreover, if the death benefit guarantee is not in force, 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 Other General Policy
Provisions -- "Policy Default."

A policy loan will also affect 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 selected by the policyowner or increasing in value at the rate of
interest credited for amounts allocated to the Fixed Account.

Policy loans may have tax consequences. If you are considering the use of
systematic policy loans as one element of a comprehensive retirement income
plan, you should consult your personal tax adviser regarding the potential tax
consequences if such loans were to so reduce Policy Value that the Policy would
lapse, absent additional payments. The premium payment necessary to avert lapse
would increase with the age of the insured. See Miscellaneous Matters - Federal
Income Tax Considerations (Tax Treatment of Policy Benefits). Finally, a policy
loan will affect the amount payable on the death of the life insured, since the
death benefit is reduced by the value of the Loan Account at the date of death
in arriving at the insurance benefit.

INTEREST CHARGES ON POLICY LOANS. Interest on the Policy Debt will accrue daily
and be payable annually on the policy anniversary. We will fix the rate of
interest charged at an effective annual rate of 5.75%. If the interest due on a
policy anniversary is not paid by the policyowner, the interest will be borrowed
against the Policy.


                                       20
<PAGE>   24
INTEREST CREDITED ON THE LOAN ACCOUNT. We will credit interest to any amount in
the Loan Account at an effective annual rate of at least 4%. The actual rate
credited is:

     -    On amounts in excess of the Policy's Select Loan Amount, the rate of
          interest charged on the policy loan less an interest rate
          differential, currently 1.75%.

     -    On amounts up to the Policy's Select Loan Amount, the rate of interest
          charged on policy loan less an interest rate differential, currently
          0%.

The tax consequences associated with a loan interest credited differential of 0%
are unclear. A tax adviser should be consulted before effecting a loan to
evaluate the tax consequences that may arise in such a situation. If we
determine, in our 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 credited interest rate and the loan interest rate,
the Company retains the right to increase the 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 of increase 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.

Prior to the later of the tenth policy anniversary and the anniversary following
attained age 55, the amount available as a Select Loan is zero; after the later
of the tenth policy anniversary and the policy anniversary following attained
age 55, the amount available annually as a Select Loan is equal to 12% of the
Policy's Net Cash Surrender Value at the previous policy anniversary. The amount
available as a Select Loan applies to existing and new loans. If, at the time
your are considering a Select Loan, interest due currently on your outstanding
loans equals or exceeds the Select Loan Amount, the Select Loan feature can not
be used to withdraw additional cash from Policy Value. The total of all loans,
including the Select Loan Amount, cannot exceed the maximum loan amount as
described above.

To illustrate the amount available as a Select Loan, assume that a Policy has an
issue age of 47 and a Net Cash Surrender Value on the eleventh policy
anniversary of $10,000. The Select Loan Amount available during the twelfth
policy year is $1,200 (12% X $10,000). Assume that at the beginning of the
twelfth policy year, a loan of $1,500 is taken. $1,200 of that amount is
considered the Select Loan Amount, $300 an ordinary policy loan.

At the end of the twelfth policy year, assume that the Net Cash Surrender Value
is $9,000. The Select Loan Amount available during the thirteenth policy year is
$1,080 (12% X $9,000). If not already repaid, the $300 from the prior year's
loan that was not considered a Select Loan is immediately converted to a Select
Loan, leaving $780 of the Select Loan Amount available for the thirteenth policy
year (provided that the sum of all outstanding loans does not exceed the
Policy's maximum loan amount). The amount of any unpaid interest on the Select
Loan and the ordinary policy loan from the twelfth policy year also would be
borrowed as a Select Loan up to the maximum Select Loan Amount and thereby
reduce by that amount the $780 available for borrowing as a Select Loan during
the remainder of the thirteenth policy year.

LOAN ACCOUNT ADJUSTMENTS. Whenever a loan is first taken out, and at specified
events thereafter, we adjust the value of the Loan Account. We take the
difference between (i) the Loan Account before any adjustment and (ii) the
Modified Policy Debt at the time of adjustment and transfer that amount between
the Loan Account and the Investment Accounts or the Fixed Account. The amount
transferred to or from the Loan Account will be such that the value of the Loan
Account after the adjustment will be equal to the Modified Policy Debt.

The specified events which cause an adjustment to the Loan Account are (i) a
policy anniversary, (ii) a partial or full loan repayment, (iii) a new loan or
(iv) an amount is needed to meet a monthly deduction. A loan repayment may be
implicit in that policy debt is effectively repaid upon termination (i.e., upon
death of the life insured, surrender or lapse of the policy). In each of these
instances, the Loan Account will be adjusted so that any excess of the Loan
Account over the Modified Policy Debt after the repayment will be included in
the termination proceeds.

Except as noted below under "Loan Repayments," we will allocate amounts
transferred from the Loan Account to the Investment Accounts and the Fixed
Account in the same proportion as the value in the corresponding "loan
sub-account"


                                       21
<PAGE>   25
bears to the value of the Loan Account. 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.

LOAN ACCOUNT ILLUSTRATION.(Dollar amounts in this illustration have been rounded
to the nearest dollar.) The operation of the Loan Account may be illustrated as
follows: assume a Policy with a loan value of $5,000, a loan interest rate of
5.75%, and a maximum loan amount on a policy anniversary of $4,917. For purposes
of the illustration, assume that the Select Loan Amount is zero. If a loan in
the maximum amount of $4,917 is made, an amount equal to the Modified Policy
Debt, $5,000, is transferred to the Loan Account. At the next policy anniversary
the value of the Loan Account will have increased to $5,200 ($5,000 X 1.04)
reflecting interest credited at an effective annual rate of 4.0%. At that time
the loan will have accrued interest charges of $283 ($4,917 X .0575), bringing
the Policy Debt to $5,200.

If the accrued interest charges are paid on the policy anniversary, the Policy
Debt will continue to be $4,917, and the Modified Policy Debt, reflecting
interest for the next policy year and discounting the Policy Debt and such
interest at 4%, will be $5,000. An amount will be transferred from the Loan
Account to the Fixed Account or the Investment Accounts so that the Loan Account
value will equal the Modified Policy Debt. Since the Loan Account value was
$5,200, a transfer of $200 will be required ($5,200 -- $5,000).

If, however, the accrued interest charges of $283 are borrowed, an amount will
be transferred from the Investment Accounts and the Fixed Account so that the
Loan Account value will equal the Modified Policy Debt recomputed at the policy
anniversary. The new Modified Policy Debt is the Policy Debt, $5,200, plus loan
interest to be charged to the next policy anniversary, $299 ($5,200 X .0575),
discounted at 4%, which results in a figure of $5,288. Since the value of the
Loan Account was $5,200, a transfer of $88 will be required. This amount is
equivalent to the 1.75% interest rate differential on the $5,000 transferred to
the Loan Account on the previous policy anniversary.

LOAN REPAYMENTS. You may repay Policy Debt in whole or in part at any time prior
to the death of the life insured provided the Policy is in force. When a
repayment is made, we will credit the repayment amount to the Loan Account and
transfer an amount to the Fixed Account or the Investment Accounts so that the
Loan Account at that time will equal the Modified Policy Debt. We will allocate
loan repayments first to the Fixed Account until the associated loan sub-account
is reduced to zero. We will then allocate loan repayments 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 us not
specifically designated in writing as loan repayments will be treated as
premiums.

PARTIAL WITHDRAWALS AND SURRENDERS

Partial Withdrawals. After a Policy has been in force for two policy years, you
may make a partial withdrawal of the Net Cash Surrender Value. The minimum
amount that may be withdrawn is $500. You should specify the portion of the
withdrawal to be taken from each Investment Account and the Fixed Account. In
the absence of instructions we will allocate the withdrawal among such accounts
in the same proportion as the Policy Value in each account bears to the Net
Policy Value. No more than one partial withdrawal may be made in any one policy
month.

If you make a partial withdrawal during the Surrender Charge Period, we will
usually assess a portion of the surrender charges to which the Policy is subject
(see Charges And Deductions -- "Surrender Charges") if the amount withdrawn is
in excess of the Withdrawal Tier Amount. The Withdrawal Tier Amount is 10% of
the Net Cash Surrender

Value determined as of the previous policy anniversary. The portion of a partial
withdrawal that is considered to be in excess of the Withdrawal Tier Amount
includes all previous partial withdrawals that have occurred in the current
policy year. If the Option 1 death benefit is in effect under a Policy from
which a partial withdrawal is made, the face amount of the Policy will be
reduced. See CHARGES AND DEDUCTIONS -- SURRENDER CHARGES (CHARGES ON PARTIAL
WITHDRAWALS).

Full Surrenders. You may surrender your Policy for its Net Cash Surrender Value
at any time while the life insured is living. The Net Cash Surrender Value is
the Policy Value less any surrender charges and outstanding monthly deductions


                                       22
<PAGE>   26
due (the "Cash Surrender Value") minus the value of the Loan Account. The Net
Cash Surrender Value will be determined at the end of the Business Day on which
we receive the Policy and a written request for surrender at our Service Office.
After a Policy is surrendered, the insurance coverage and all other benefits
under the Policy will terminate. Surrender of a Policy during the Surrender
Charge Period will usually result in our assessment of surrender charges. See
Charges And Deductions -- "Surrender Charges."

CHARGES AND DEDUCTIONS

The charges we make under the Policy are assessed as (i) deductions from
premiums, (ii) surrender charges upon surrender, partial withdrawals, decreases
in face amount or lapse, (iii) monthly deductions, and (iv) other charges. These
charges are described below.

DEDUCTIONS FROM PREMIUMS

We currently make no deduction from premium payments for state and local taxes.
The maximum amount we may deduct for such taxes in the future is 2.35% (except
for Oregon where no premium tax is deducted). We currently make no deduction
from premium payments for federal taxes. The maximum amount we may deduct for
such taxes in the future is 1.25%.

SURRENDER CHARGES

We will assess surrender charges upon surrender, a partial withdrawal of Policy
Value in excess of the Withdrawal Tier Amount, a requested decrease in face
amount, or lapse. We usually assess these charges if any of the above
transactions occurs within the Surrender Charge Period (see Table 1 below)
unless the charges have been previously deducted. There are two surrender
charges -- a deferred underwriting charge and a deferred sales charge.

DEFERRED UNDERWRITING CHARGE. The deferred underwriting charge is $6 for each
$1,000 of face amount of life insurance coverage initially purchased or added by
increase, multiplied by the percentages shown in Table 1 below. In effect, the
charge applies only to the first $500,000 of face amount initially purchased or
the first $500,000 of each subsequent increase in face amount. Thus, the charge
made in connection with any one underwriting will not exceed $3,000. The amount
of the charge remains level for five years. Following the fifth year after
issuance of the Policy or a face amount increase, the charge applicable to the
initial face amount or increase will decrease each month by varying rates
depending upon the life insured's issue age until the charge has decreased to
zero. The applicable percentage of the deferred underwriting charges to which
the Policy is subject is illustrated by the following table:


                      TABLE 1: DEFERRED UNDERWRITING CHARGES

<TABLE>
<CAPTION>
Transaction Occurs after
Monthly Deduction Taken        Percent of Deferred Underwriting Charges by Issue Age*
For Last Month Preceding       ------------------------------------------------------
     End of Month*                                        Age
- -------------------------      ------------------------------------------------------
         Month                  0-50      51        52        53        54       55+
- -------------------------       ----      --        --        --        --       ---
<S>                            <C>      <C>       <C>       <C>       <C>       <C>
          12                   100%       100%      100%      100%      100%      100%
          24                   100%       100%      100%      100%      100%      100%
          36                   100%       100%      100%      100%      100%      100%
          48                   100%       100%      100%      100%      100%      100%
          60                   100%       100%      100%      100%      100%      100%
          72                    90%     88.89%    87.50%    85.71%    83.33%    80.00%
          84                    80%     77.78%    75.00%    71.43%    66.67%    60.00%
</TABLE>


                                       23
<PAGE>   27
<TABLE>
<S>                             <C>     <C>       <C>       <C>       <C>       <C>
          96                    70%     66.67%    62.50%    57.14%    50.00%    40.00%
         108                    60%     55.56%    50.00%    42.86%    33.33%    20.00%
         120                    50%     44.44%    37.50%    28.57%    16.67%        0%
         132                    40%     33.33%    25.00%    14.28%        0%
         144                    30%     22.22%    12.50%        0%
         156                    20%     11.11%        0%
         168                    10%         0%
         180                     0%
</TABLE>


* Months not shown may be calculated by interpolation.

We designed the deferred underwriting charge to cover the administrative
expenses associated with underwriting and policy issue, including the costs of
processing applications, conducting medical examinations, determining the life
insured's risk class and establishing policy records.

DEFERRED SALES CHARGE. The maximum deferred sales charge is 50% of premiums paid
up to a maximum number of Target Premiums that varies (from -0.180 to 3.031)
according to the issue age of the life insured, the face amount at issue and the
amount of any increase. This charge compensates us for some of the expenses of
selling and distributing the Policies, including agents' commissions,
advertising, agent training and the printing of prospectuses and sales
literature.

The deferred sales charge deducted in any policy year is not specifically
related to sales expenses incurred in that year. Instead, we expect that the
major portion of the sales expenses attributable to a Policy will be incurred
during the first policy year, although the deferred sales charge might be
deducted up to fifteen years later. We anticipate that the aggregate amounts we
receive under the Policies for sales charges will be insufficient to cover our
aggregate sales expenses. To the extent that our sales expenses exceed our sales
charges, we will pay the excess from our other assets or surplus, including
amounts derived from the mortality and expense risks charge described below. If
you surrender the Policy for its Net Cash Surrender Value during the first two
policy years, or during the first two policy years following a face amount
increase, we may forego deducting a portion of the deferred sales charge. Where
that sales charge limitation is applicable, the deferred sales charge assessable
under the Policy will increase at the beginning of the third policy year to the
level that would have applied absent the limitation. See Surrender Charges
(Sales Charge Limitation) below.

We specify the Target Premium for the initial face amount in the Policy. We will
compute a Target Premium for each increase in face amount above the highest face
amount of coverage previously in effect, and we will advise you of each new
Target Premium.

Target Premiums depend upon the face amount of insurance provided at issue or by
an increase and the issue age and sex (unless unisex rates are required by law)
of the life insured. The maximum number of Target Premiums subject to the
deferred sales charge varies, based on the issue age of the life insured, the
face amount at issue and the amount of any increase, according to the following
tables:


                                       24
<PAGE>   28
TABLE 2: NUMBER OF TARGET PREMIUMS SUBJECT TO DEFERRED SALES CHARGE FOR POLICIES
                          ISSUED PRIOR TO JULY 10, 1995
              (APPLICABLE TO THE INITIAL FACE AMOUNT AND INCREASES)


<TABLE>
<CAPTION>
          $250,000        UNDER                $250,000      UNDER                 $250,000       UNDER
  AGE      OR MORE      $250,000     AGE        OR MORE    $250,000      AGE        OR MORE     $250,000
  ---     --------      --------     ---       --------    --------      ---       --------     --------
<S>       <C>           <C>          <C>       <C>         <C>           <C>       <C>          <C>
  *0       -0.031        -0.039      30         1.319        1.648       60          2.356       2.945
  *1       -0.144        -0.180      31         1.366        1.707       61          2.375       2.968
  *2       -0.081        -0.102      32         1.415        1.768       62          2.399       2.998
  *3       -0.020        -0.025      33         1.459        1.823       63          2.425       3.031
   4        0.037         0.046      34         1.503        1.878       64          2.380       2.975
   5        0.096         0.120      35         1.542        1.927       65          2.269       2.836
   6        0.166         0.207      36         1.590        1.987       66          2.124       2.655
   7        0.221         0.276      37         1.633        2.041       67          2.006       2.507
   8        0.281         0.351      38         1.672        2.090       68          1.888       2.360
   9        0.340         0.425      39         1.718        2.147       69          1.787       2.233
  10        0.391         0.488      40         1.756        2.195       70          1.691       2.113
  11        0.453         0.566      41         1.790        2.237       71          1.592       1.990
  12        0.514         0.642      42         1.832        2.290       72          1.494       1.867
  13        0.560         0.700      43         1.869        2.336       73          1.396       1.745
  14        0.614         0.767      44         1.904        2.380       74          1.317       1.646
  15        0.560         0.700      45         1.937        2.421       75          1.241       1.551
  16        0.606         0.757      46         1.969        2.461       76          1.162       1.452
  17        0.658         0.822      47         2.000        2.500       77          1.084       1.355
  18        0.718         0.897      48         2.032        2.540       78          1.010       1.262
  19        0.767         0.958      49         2.062        2.577       79          0.946       1.182
  20        0.817         1.021      50         2.093        2.616       80          0.887       1.108
  21        0.870         1.087      51         2.123        2.653       81          0.831       1.038
  22        0.924         1.155      52         2.154        2.692       82          0.779       0.973
  23        0.973         1.216      53         2.182        2.727       83          0.733       0.916
  24        1.026         1.282      54         2.211        2.763       84          0.688       0.860
  25        1.075         1.343      55         2.234        2.792       85          0.646       0.807
  26        1.125         1.406      56         2.259        2.823       86          0.606       0.757
  27        1.177         1.471      57         2.284        2.855       87          0.567       0.708
  28        1.228         1.535      58         2.307        2.883       88          0.530       0.662
  29        1.274         1.592      59         2.333        2.916       89          0.493       0.616
                                                                         90          0.484       0.605
</TABLE>


* A negative number of Target Premiums produces a negative deferred sales
charge. When combined with the deferred underwriting charge, a negative deferred
sales charge reduces the total surrender charge.


                                       25
<PAGE>   29
TABLE 3: NUMBER OF TARGET PREMIUMS SUBJECT TO DEFERRED SALES CHARGE FOR POLICIES
                        ISSUED ON OR AFTER JULY 10, 1995
              (APPLICABLE TO THE INITIAL FACE AMOUNT AND INCREASES)


<TABLE>
<CAPTION>
         $250,000       UNDER             $250,000       UNDER             $250,000       UNDER
AGE       OR MORE     $250,000     AGE     OR MORE     $250,000     AGE     OR MORE     $250,000
- ---      --------     --------     ---    --------     --------     ---    --------     --------
<S>      <C>          <C>          <C>    <C>          <C>          <C>    <C>          <C>
*0        -0.031       -0.039       30      1.319        1.648       60      2.356        2.945
*1        -0.144       -0.180       31      1.366        1.707       61      2.375        2.968
*2        -0.081       -0.102       32      1.415        1.768       62      2.399        2.998
*3        -0.020       -0.025       33      1.459        1.823       63      2.425        3.031
 4         0.037        0.046       34      1.503        1.878       64      2.367        2.959
 5         0.096        0.120       35      1.542        1.927       65      2.259        2.824
 6         0.166        0.207       36      1.590        1.987       66      2.113        2.641
 7         0.221        0.276       37      1.633        2.041       67      1.992        2.490
 8         0.281        0.351       38      1.672        2.090       68      1.875        2.344
 9         0.340        0.425       39      1.718        2.147       69      1.777        2.222
10         0.391        0.488       40      1.756        2.195       70      1.679        2.099
11         0.453        0.566       41      1.790        2.237       71      1.583        1.979
12         0.514        0.642       42      1.832        2.290       72      1.486        1.857
13         0.560        0.700       43      1.869        2.336       73      1.392        1.740
14         0.614        0.767       44      1.904        2.380       74      1.315        1.644
15         0.560        0.700       45      1.937        2.421       75      1.238        1.547
16         0.606        0.757       46      1.969        2.461       76      1.161        1.451
17         0.658        0.822       47      2.000        2.500       77      1.083        1.354
18         0.718        0.897       48      2.032        2.540       78      1.007        1.259
19         0.767        0.958       49      2.062        2.577       79      0.945        1.182
20         0.817        1.021       50      2.093        2.616       80      0.885        1.106
21         0.870        1.087       51      2.123        2.653       81      0.829        1.037
22         0.924        1.155       52      2.154        2.692       82      0.779        0.973
23         0.973        1.216       53      2.182        2.727       83      0.732        0.915
24         1.026        1.282       54      2.211        2.763       84      0.687        0.859
25         1.075        1.343       55      2.234        2.792       85      0.644        0.806
26         1.125        1.406       56      2.259        2.823       86      0.604        0.755
27         1.177        1.471       57      2.284        2.855       87      0.566        0.708
28         1.228        1.535       58      2.307        2.883       88      0.529        0.661
29         1.274        1.592       59      2.333        2.916       89      0.493        0.616
                                                                     90      0.484        0.605
</TABLE>


 * A negative number of Target Premiums produces a negative deferred sales
charge. When combined with the deferred underwriting charge, a negative deferred
sales charge reduces the total surrender charge.

Except for surrenders to which the sales charge limitation provisions described
below apply, the maximum deferred sales charge will be in effect for at least
the first two years of the Surrender Charge Period. After that, the portion of
the deferred sales charge that remains in effect will grade down at a rate that
also varies according to the issue age of the life insured until, at the end of
the Surrender Charge Period, there is no deferred sales charge. The tables we
use to reduce the applicable deferred sales charge during the Surrender Charge
Period are set forth in Appendix C to this Prospectus. The applicable table will
be set forth in each Policy, and we will inform you of the table to be used in
connection with sales charges on increases in face amount.


                                       26
<PAGE>   30
In order to determine the deferred sales charge applicable to a face amount
increase, we will treat a portion of the Policy Value on the date of increase as
a premium attributable to the increase. In addition, a portion of each premium
paid on or subsequent to the increase will be attributed to the increase. In
each case, the portion attributable to the increase will be the ratio of the
"guideline annual premium" for the increase to the sum of the guideline annual
premiums for the initial face amount and all increases including the requested
increase.

A "guideline annual premium" is a hypothetical amount that we use to measure the
maximum amount of the deferred sales charge that may be imposed upon surrender,
partial withdrawal, a decrease in face amount or lapse during the first two
years after issuance or after an increase in face amount.

The following example illustrates how deferred underwriting and deferred sales
charges are calculated using data from Tables 1, 2 and 3 above and from the
tables in Appendix C.

Assume a 36-year-old male (standard risk), whose Policy was issued prior to July
10, 1995, at age 30, and who has paid $9,000 in premiums under a Policy with a
Target

Premium of $1,500 and a face amount of $100,000, surrenders his Policy during
the last month of the sixth policy year.

A deferred underwriting charge of $540 will be assessed. The maximum deferred
underwriting charge of $600 ($6 per $1,000 of face amount X 100) will be
multiplied by the 90% listed in Table 1 as applicable to surrenders during the
last month of the sixth policy year [90% X ($6 X 100) = $540].

A deferred sales charge of $1,192.74 will also be assessed. According to Table
2, the maximum number of Target Premiums subject to the deferred sales charge
for a person who was 30 years old when his or her Policy with a face amount less
than $250,000 was issued would be 1.648. Thus $2,472 (1.648 X $1,500) will be
the maximum amount of premiums subject to the 50% sales charge, producing a
maximum sales charge of $1,236 (50% X $2,472 = $1,236). Because the surrender
occurs during the last month of the sixth policy year, only 96.50% (from the
table in Appendix C for issue age 30) of the maximum sales charge remains
applicable [96.50% X (.50 X 1.648 X $1,500) = $1,192.74].

SALES CHARGE LIMITATION. If you surrender your Policy or decrease its face
amount at any time during the first two years after issuance or after an
increase in face amount, we will forego taking that part of the deferred sales
charge with respect to "premiums" paid for the initial face amount or such
increase (including the portion of Policy Value treated as premiums for the
increase, as described above), whichever is applicable, which exceeds the sum of

          (i)   30% of the premiums paid up to the lesser of one guideline
                annual premium or the maximum amount of premiums subject to the
                deferred sales charge

                   plus

          (ii)  10% of the premiums paid in excess of one guideline annual
                premium, up to the lesser of two guideline annual premiums or
                the maximum amount of premiums subject to the deferred sales
                charge,

                   plus

          (iii) 9% of the premiums paid in excess of two guideline annual
                premiums up to the maximum amount of premiums subject to the
                deferred sales charge.

The operation of the sales charge limitation for Policies issued prior to July
10, 1995 is illustrated by the following example. A 67-year-old male non-smoker
purchased a Policy with a face amount in excess of $250,000 when he was age 65.
He has paid $30,000 in premiums under the Policy and it has a guideline annual
premium (GAP) of $15,997 and a Target Premium (TP) of $11,835. He surrenders his
policy during the second policy year. In the absence of the sales charge
limitation, the maximum deferred sales charge would be 50% of the lesser of
premiums paid ($30,000) or the maximum amount of premiums subject to the
deferred sales charge (TP X Maximum Number of TP's = $11,835 X 2.269 = $26,854),


                                       27
<PAGE>   31
which results in 50% of $26,854 (the "Maximum Chargeable Amount" or "MCA") or
$13,427 as the maximum deferred sales charge. However, under the formula
described above, the maximum sales charge allowable will be $5,885. This is
calculated as the sum of:

           (i)    30% of one GAP, or $4,799 [.30 X $15,997 = $4,799], because
                  one GAP ($15,997) is less than premiums paid ($30,000) and
                  less than the MCA ($26,854);

         plus

           (ii)   10% of the MCA in excess of one GAP, or $1,086 (.10 X $10,857
                  = $1,086) because the MCA in excess of one GAP ($26,854 -
                  $15,997 = $10,857) is less than premiums paid in excess of one
                  GAP ($30,000 - $15,997 = $14,003) and less than the amount of
                  a second GAP ($15,997);

         plus

           (iii)  $0, because no premiums in excess of two GAPs were paid and
                  would not have been chargeable in any event, as the MCA was
                  less than two GAPs.

Thus, (i) $4,799 plus (ii) $1,086 plus (iii) $0 equals $5,885, the maximum sales
charge allowable.

If the Policy in the foregoing example were issued on or after July 10, 1995,
the maximum sales charge allowable would be $5,873, because the maximum amount
of Target Premiums subject to the deferred sales charge would be 2.259 (from
Table 3) instead of 2.269 (from Table 2).

Since a deferred sales charge is deducted when a Policy terminates for failure
to make the required payment following the Policy's going into default, the
sales charge limitation will apply if the termination occurs during the two-year
period following issuance or any increase in face amount. If the Policy
terminates during the two years after a face amount increase, the sales charge
limitation will relate only to the sales charges applicable to the increase.

CHARGES ON PARTIAL WITHDRAWALS. Whenever a portion of the surrender charges is
deducted as a result of a partial withdrawal of Policy Value in excess of the
Withdrawal Tier Amount, we will reduce the Policy's remaining surrender charges
by the amount of the charges taken. The surrender charges not assessed as a
result of the 10% free withdrawal provision remain in effect under the Policy
and may be assessed upon surrender or lapse, other partial withdrawals, or a
requested decrease in face amount. The portion of the surrender charges assessed
will be based on the ratio of (i) to (ii), where

          (i)  is the amount of the withdrawal in excess of the Withdrawal Tier
               Amount, and

          (ii) is the Net Cash Surrender Value of the Policy less the Withdrawal
               Tier Amount immediately prior to the withdrawal.

We will deduct the surrender charges from each Investment Account and the Fixed
Account in the same proportion as the amount of the withdrawal taken from such
account bears to the total amount of the withdrawal. If the amount in the
account is insufficient to pay the portion of the surrender charges allocated to
that account, then the portion of the withdrawal allocated to that account will
be reduced so that the withdrawal plus the portion of the surrender charges
allocated to that account equal the value of that account.

Units equal to the amount of the partial withdrawal taken, and surrender charges
deducted, from each Investment Account will be canceled based on the value of
such units determined at the end of the Business Day on which we receive a
written request for withdrawal at our Service Office.

If the Option 1 death benefit is in effect under a Policy from which a partial
withdrawal is made, we will reduce the face amount of the Policy. If the death
benefit is equal to the face amount at the time of withdrawal, the face amount
will be


                                       28
<PAGE>   32
reduced by the amount of the withdrawal plus the portion of the surrender
charges assessed. If the death benefit is based upon the Policy Value times the
applicable percentage set forth under Insurance Benefit -- "Death Benefit
Options" above, the face amount will be reduced only to the extent that the
amount of the withdrawal plus the portion of the surrender charges assessed
exceeds the difference between the death benefit and the face amount.

Reductions in face amount resulting from partial withdrawals will not incur any
surrender charges above the surrender charges applicable to the withdrawal. 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.

CHARGES ON DECREASES IN FACE AMOUNT. As with partial withdrawals, we will deduct
a portion of a Policy's surrender charges upon a decrease, or a cancellation of
an increase, in face amount which you request. Since surrender charges are
determined separately for the initial face amount and each face amount increase,
and since a decrease in face amount will have a different impact on each level
of insurance coverage, we will determine separately the portion of the surrender
charges to be deducted with respect to each level of insurance coverage. That
portion will be the same as the ratio of the amount of the reduction in such
coverage to the amount of such coverage prior to the reduction.

As noted under Insurance Benefit -- "Face Amount Changes," we apply decreases to
the most recent increase first and thereafter to the next most recent increases
successively. We will deduct the charges from the Policy Value, and we will
allocate the amount so deducted among the Investment Accounts and the Fixed
Account in the same proportion as the Policy Value in each bears to the Net
Policy Value. Whenever a portion of the surrender charges is deducted as a
result of a decrease in face amount, the Policy's remaining surrender charges
will be reduced by the amount of the charges taken.

CHARGES REMAINING AFTER FACE AMOUNT DECREASES OR PARTIAL WITHDRAWALS. Each time
a pro-rata deferred underwriting charge or a pro-rata deferred sales charge for
a face amount decrease or for a partial withdrawal is deducted, the remaining
deferred underwriting charge and deferred sales charge will be reduced
proportionately.

We will calculate the remaining deferred underwriting charge using Table 1
above. The actual remaining charge will be the result of (a) divided by (b),
multiplied by (c), where

          (a)  is the grading percentage applicable to the life insured's issue
               age and Policy duration;

          (b)  is the grading percentage applicable to the life insured's issued
               age at the time of the last face amount decrease or partial
               withdrawal;

          and

          (c)  is the remaining deferred sales charge prior to the last face
               amount decrease or partial withdrawal less the deferred
               underwriting charge deducted for that face amount decrease or
               partial withdrawal.

We will calculate the remaining deferred sales charge using Table 2 above and
Appendix C. The actual remaining charge will be the result of (a) divided by
(b), multiplied by (c), where:

          (a)  is the grading percentage applicable to the Policy duration;

          (b)  is the grading percentage at the time of the last face amount
               decrease or partial withdrawal;

          and

          (c)  is the remaining deferred sales charge prior to the last face
               amount decrease or partial withdrawal less the deferred sales
               charge deducted for that face amount decrease or partial
               withdrawal.


                                       29
<PAGE>   33
Until the sum of premiums paid equals or exceeds the number of Target Premiums
subject to deferred sales charge multiplied by the Target Premium, subsequent
premium payments will increase the remaining referred sales charge.

MONTHLY DEDUCTIONS

Each month we make a deduction from Policy Value consisting of an administration
charge, a charge for the cost of insurance, a charge for mortality and expense
risks, and charge(s) for any supplementary benefit(s) (see Other Provisions --
"Supplementary Benefits"). We allocate the monthly deduction among the
Investment Accounts and (other than the mortality and expense risks charge) the
Fixed Account in the same proportion as the Policy Value in each bears to the
Net Policy Value. Monthly deductions due prior to the effective date will be
taken on the effective date instead of the dates they were due. If the Policy is
still in force when the life insured attains age 100, no further monthly
deductions will be taken from the Policy Value.

ADMINISTRATION CHARGE

The monthly administration charge is $35 until the first anniversary and,
thereafter, $10 (the right is reserved to increase the administration charge by
an additional amount of up to $.01 per $1,000 of face amount per 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 charges permitted
under a 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 is based on

     -    the life insured's issue age,

     -    the duration of the coverage,

     -    sex (unless unisex rates are required by law),

     -    risk class, and,

     -    in the case of certain Policies issued in group or sponsored
          arrangements providing for reduction in cost of insurance charges (see
          "Special Provisions For Group Or Sponsored Arrangements"), the face
          amount of the Policy.

See Miscellaneous Matters -- "Legal Considerations." We determine the rate
separately for the initial face amount and for each increase in face amount.
Cost of insurance rates will generally increase with the life insured's age. Any
additional ratings as indicated in the Policy will be added to the cost of
insurance rate.

We use cost of insurance rates that reflect our expectations as to future
mortality experience as based on current experience. We may change the rates
from time to time on a basis which does not unfairly discriminate within the
class of life insureds. In no event will the cost of insurance rate exceed the
guaranteed rate set forth in the Policy except to the extent that an extra rate
is imposed because of an additional rating applicable to the life insured or if
simplified underwriting is granted in a group or sponsored arrangement (see
"Special Provisions For Group Or Sponsored Arrangements"). The guaranteed rates
are based on the 1980 Commissioners Standard Ordinary Smoker/Nonsmoker Mortality
Tables.

If requested by the applicant, we may offer the Policy with provisions based on
actuarial tables that do not differentiate on the basis of sex to such
prospective purchasers in states where the unisex version of the Policy has been
approved.

The State of Montana currently prohibits the issuance of policies with
assumptions that distinguish between men and women in determining premiums and
policy benefits for policies issued on the life of any of its residents.

The net amount at risk to which the cost of insurance rate is applied is the
difference between the death benefit, divided by 1.0032737 (a factor which
reduces the net amount at risk for cost of insurance charge purposes by taking
into account assumed monthly earnings at an annual rate of 4%), and the Policy
Value. Because different cost of insurance rates may


                                       30
<PAGE>   34
apply to different levels of insurance coverage, we will calculate the net
amount at risk separately for each level of insurance coverage. When the Option
1 death benefit is in effect, for purposes of determining the net amount at risk
applicable to each level of insurance coverage, the Policy Value is attributed
first to the initial face amount and then, if the Policy Value is greater than
the initial face amount, to each increase in face amount in the order made.

Because the calculation of the net amount at risk is different under the death
benefit options when more than one level of insurance coverage is in effect, a
change in the death benefit option may result in a different net amount at risk
for each level of insurance coverage than would have occurred had the death
benefit option not been changed. Since the cost of insurance is calculated
separately for each level of insurance coverage, any change in the net amount at
risk for a level of insurance coverage resulting from a change in the death
benefit option may affect the amount of the charge for the cost of insurance.
Partial withdrawals and decreases in face amount will also affect the manner in
which the net amount at risk for each level of insurance coverage is calculated.

MORTALITY AND EXPENSE RISK CHARGE

We make a monthly charge against your Policy Value for the mortality and expense
risks we assume under the Policies. We make this charge at the beginning of each
policy month at an annual rate of

     -    .90% through the later of the tenth anniversary of the Policy and your
          attained age of 60

     -    and, thereafter, .45%.

We assess the charge against the value of your Investment Accounts by canceling
units in the same proportion as the value of each Investment Account bears to
the total value of your Investment Accounts. The mortality risk assumed is that
lives insured may live for a shorter period of time than we estimated. The
expense risk assumed is that expenses incurred in issuing and administering the
Policies will be greater than we estimated. We estimate that virtually all of
the mortality and expense risks charge currently relates to expense risks. We
will realize a gain from this charge to the extent it is not needed to provide
benefits and pay expenses under the Policies.

OTHER CHARGES

Currently, we make no charge against the Separate Account for federal, state or
local taxes that may be attributable to the Separate Account or to our
operations with respect to the Policies. However, if we incur any such taxes, we
may make a charge therefor.

We impose charges on certain transfers of Policy Values, including a $25 charge
for each transfer in excess of twelve in a policy year and a $5 charge for each
Dollar Cost Averaging transfer when Policy Value does not exceed $15,000. See
Policy Values -- "Transfers Of Policy Value."

The Separate Account purchases shares of Portfolios at net asset value. The net
asset value of those shares reflects the investment management fees and expenses
of the Portfolios, which are set forth below. More detailed information
concerning these fees and expenses is set forth under the caption "Management of
The Trust" in the prospectus for the Trust that accompanies this prospectus.

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

<TABLE>
<CAPTION>
                                                              OTHER EXPENSES
                                           MANAGEMENT          (AFTER EXPENSE             TOTAL TRUST
TRUST PORTFOLIO                               FEES            REIMBURSEMENT)***         ANNUAL EXPENSES
- -------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                       <C>
Pacific Rim Emerging Markets........       0.850%                0.360%                     1.210%
Science & Technology................       1.100%                0.110%                     1.210%
International Small Cap.............       1.100%                0.150%                     1.250%
Aggressive Growth...................       1.000%+               0.090%                     1.090%
</TABLE>


                                       31
<PAGE>   35
<TABLE>
<S>                                        <C>                   <C>                        <C>
Emerging Small Company..............       1.050%                0.050%                     1.100%
Small Company Blend.................       1.050%                0.150%*                    1.200%
Mid Cap Growth......................       0.950%+               0.040%                     0.990%
Mid Cap Stock.......................       0.925%                0.000%*                    0.925%
</TABLE>

<TABLE>
<CAPTION>
                                                              OTHER EXPENSES
                                           MANAGEMENT          (AFTER EXPENSE             TOTAL TRUST
TRUST PORTFOLIO                               FEES            REIMBURSEMENT)***         ANNUAL EXPENSES
- -------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                       <C>
Overseas............................       0.950%                0.210%                     1.160%
International Stock.................       1.050%                0.200%                     1.250%
International Value.................       1.000%                0.300%*                    1.300%
Mid Cap Blend.......................       0.850%+               0.050%                     0.900%
Small Company Value.................       1.050%                0.180%                     1.230%
Global Equity.......................       0.900%                0.110%                     1.010%
Growth..............................       0.850%                0.050%                     0.900%
Large Cap Growth....................       0.875%+               0.130%                     1.005%
Quantitative Equity.................       0.700%                0.060%                     0.760%
Blue Chip Growth....................       0.875%+               0.045%                     0.920%
Real Estate Securities..............       0.700%                0.060%                     0.760%
Value...............................       0.800%                0.050%                     0.850%
Equity Index........................       0.250%                0.150%**                   0.400%**
Growth & Income.....................       0.750%                0.040%                     0.790%
U.S. Large Cap Value................       0.875%                0.100%*                    0.975%
Equity-Income.......................       0.875%+               0.050%                     0.925%
Income & Value......................       0.800%                0.090%                     0.890%
Balanced............................       0.800%                0.070%                     0.870%
High Yield..........................       0.775%                0.065%                     0.840%
Strategic Bond......................       0.775%                0.075%                     0.850%
Global Bond.........................       0.800%                0.110%                     0.910%
Total Return........................       0.775%                0.100%*                    0.875%
Investment Quality Bond.............       0.650%                0.070%                     0.720%
Diversified Bond....................       0.750%                0.140%                     0.890%
U.S. Government Securities..........       0.650%                0.070%                     0.720%
Money Market........................       0.500%                0.120%                     0.620%
Lifestyle Aggressive 1000#..........            0%               1.110%***                  1.110%
Lifestyle Growth 820#...............            0%               1.000%***                  1.000%
Lifestyle Balanced 640#.............            0%               0.920%***                  0.920%
Lifestyle Moderate 460#.............            0%               0.830%***                  0.830%
Lifestyle Conservative 280#.........            0%               0.720%***                  0.720%
</TABLE>

+Management Fees for these portfolios changed effective May 1, 1999. Prior to
May 1, 1999, management fees were as follows:

           Aggressive Growth Trust            1.050%
           Mid Cap Growth Trust               1.000%
           Mid Cap Blend Trust                0.750%
           Large Cap Growth Trust             0.750%
           Blue Chip Growth Trust             0.925%
           Equity Income Trust                0.800%
           Income & Value Trust               0.750%

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

** Under the Advisory Agreement, MSS has agreed o 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


                                       32
<PAGE>   36
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 Trust. If this expense reimbursement had not
been in effect, Total Trust Annual Trust. If this expense reimbursement had not
been in effect, Total Trust Annual Expenses would have been 0.55%, and Other
Expenses would have been 0.30%, of the average annual net assets of the Equity
Index Trust.

*** Reflects expenses of the Underlying Portfolios. Manufacturers Securities
Services, LLC ("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 0.02%
higher, except for the Lifestyle Conservative 280 Trust, which would be 0.03%
higher (based on expenses of the Lifestyle Trusts for the fiscal year ended
December 31, 1998) 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%               1.130%                1.130%
Lifestyle Growth 820................            0%               1.020%                1.020%
Lifestyle Balanced 640..............            0%               0.940%                0.940%
Lifestyle Moderate 460..............            0%               0.850%                0.850%
Lifestyle Conservative 280..........            0%               0.750%                0.750%
</TABLE>

# Each Lifestyle Trust will bear its own pro rata share of the fees and expenses
incurred by the Underlying Portfolios in which it invests, 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, MSS is
currently paying those expenses as described in footnote (***) above.

SPECIAL PROVISIONS FOR GROUP OR SPONSORED ARRANGEMENTS

Where permitted by state insurance laws, Policies may be purchased under group
or sponsored arrangements, as well as on an individual basis. A "group
arrangement" includes a program under which a trustee, employer or similar
entity purchases Policies covering a group of individuals on a group basis. In
California all participants of group arrangements will be individually
underwritten. A "sponsored arrangement" includes a program under which an
employer permits group solicitation of its employees or an association permits
group solicitation of its members for the purchase of Policies on an individual
basis.

We may reduce the charges and deductions described above for Policies issued in
connection with group or sponsored arrangements. Such arrangements may include
sales without withdrawal charges and deductions to our employees, officers,
directors, agents, immediate family members of the foregoing, and employees of
our agents and of our subsidiaries. We will reduce the above charges and
deductions in accordance with our rules in effect as of the date an application
for a Policy is approved. To qualify for such a reduction, a group or sponsored
arrangement must satisfy certain criteria as to, for example, size of the group,
expected number of participants and anticipated premium payments from the group.

Generally, the sales contacts and effort, administrative costs and mortality
cost per Policy vary based on such factors as the size of the group or sponsored
arrangements, the purposes for which Policies are purchased and certain
characteristics of its members. The amount of reduction and the criteria for
qualification will reflect the reduced sales effort and administrative costs
resulting from, and the different mortality experience expected as a result of,
sales to qualifying groups and sponsored arrangements.

We may modify from time to time, on a uniform basis, both the amounts of
reductions and the criteria for qualification. Reductions in these charges will
not be unfairly discriminatory against any person, including the affected
policyowners and all other policyowners funded by the Separate Account.


                                       33
<PAGE>   37
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. In addition, groups or persons purchasing under a
sponsored arrangement may request increases or decreases in face amount at any
time after issue and decreases in face amount at any time after an increase in
face amount.

SPECIAL PROVISIONS FOR EXCHANGES

We will permit owners of certain life insurance policies issued either by us or
Manufacturers Life to exchange their policies for the Policies described in this
prospectus. Charges under the policies being exchanged or the Policies issued in
exchange therefor may be reduced or eliminated. Owners of certain policies may
be entitled to convert their policies to the Policies described in this
prospectus. If they elect to convert, they may receive a credit upon conversion
in an amount up to their first-year premium. Policy loans made under policies
being exchanged may, in some circumstances, be carried over to the new Policies
without repayment at the time of exchange. Policyowners considering an exchange
should consult their tax advisers as to the tax consequences of an exchange.

THE GENERAL ACCOUNT

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

Our general account consists of all assets owned by us other than those in our
separate accounts. Subject to applicable law, we have sole discretion over the
investment of the assets of our general account.

You may elect to allocate net premiums to the Fixed Account or to transfer all
or a portion of your Policy Value to the Fixed Account from the Investment
Accounts. Transfers from the Fixed Account to the Investment Accounts are
subject to restrictions. See Policy Values -- "Transfers Of Policy Value" and
"Policy Value." We will hold the reserves required for any portion of the Policy
Value allocated to the Fixed Account in our general account. However, your
allocation of Policy Value to the Fixed Account does not entitle you to share in
the investment experience of our general account. Instead, we guarantee that
your 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 our general account. We may, at our sole discretion, credit a
higher rate of interest, although we are not obligated to do so. You assume the
risk that interest credited may not exceed the guaranteed minimum rate of 4% per
year.


                                       34
<PAGE>   38
OTHER GENERAL POLICY PROVISIONS

POLICY DEFAULT

Unless the Death Benefit Guarantee is in effect, your Policy will go into
default if the Policy's Net Cash Surrender Value at the beginning of any policy
month would go below zero after deducting the monthly deductions then due. We
will notify you of the default and will allow a 61-day grace period in which you
may make a premium payment sufficient to bring the Policy out of default. The
payment you must make will be equal to the amount necessary to bring the Net
Cash Surrender Value to zero, if it was less than zero at the date of default,
plus the monthly deductions due at the date of default and at the beginning of
each of the two policy months thereafter, based on the Policy Value at the date
of default. If we do not receive the required payment by the end of the grace
period, we will terminate the Policy and pay to you the Net Cash Surrender Value
(subject to any applicable limitation on surrender charges; see Charges And
Deductions -- "Surrender Charges") as of the date of default less the monthly
deductions then due. If the life insured should die during the grace period
following a Policy's going into default, 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 payable will be reduced by any outstanding
monthly deductions due at the time of death.

POLICY REINSTATEMENT

You 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 class is standard or preferred; and

          (b)  The life insured's attained age is less than 46.

You can reinstate a Policy which has terminated after going into default at any
time within the five-year period following the date of termination subject to
the following conditions:

          (a)  You must not have surrendered the Policy for its Net Cash
               Surrender Value;

          (b)  You furnish to us satisfactory evidence of the life insured's
               insurability;

          (c)  You pay us a premium equal to the payment required during the
               61-day grace period following default to keep the Policy in
               force; and

          (d)  You repay to us an amount equal to any amounts paid by us in
               connection with the termination of the Policy.

If we approve the reinstatement, the date of reinstatement will be the later of
the date of your written request or the date we receive the required payment at
our Service Office.

MISCELLANEOUS POLICY PROVISIONS

BENEFICIARY. You may appoint one or more beneficiaries of the Policy by naming
them in the application. Beneficiaries may be appointed in three classes --
primary, secondary and final. Thereafter you may change the beneficiary during
the life insured's lifetime by giving written notice to us in a form
satisfactory to us unless an irrevocable designation has been elected. If the
life insured dies and there is no surviving beneficiary, you, or your estate if
you are the life insured, will be the beneficiary. 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.

INCONTESTABILITY. We will not contest the validity of a Policy after it has been
in force during the life insured's lifetime for two years from the issue date.
We will not contest the validity of an increase in face amount or the addition
of a


                                       35
<PAGE>   39
supplementary benefit after such increase or addition has been in force during
the life insured's lifetime for two years. If a Policy has been reinstated and
been in force for less than two years from the reinstatement date, we can
contest any misrepresentation of a fact material to the reinstatement.

MISSTATEMENT OF AGE OR SEX. If the life insured's stated age or sex or both in
the Policy are incorrect, we will change the face amount of insurance so that
the death benefit will be that which the most recent monthly charge for the cost
of insurance would have bought for the correct age and sex (unless unisex rates
are required by law).

SUICIDE EXCLUSION. If the life insured, whether sane or insane, dies by suicide
within two years from the issue date, we will pay only the premiums paid less
any partial withdrawals of the Net Cash Surrender Value and any amount in the
Loan Account. If the life insured should die by suicide within two years after a
face amount increase, the death benefit for the increase will be limited to the
monthly deduction for the increase.

ASSIGNMENT. We will not be bound by an assignment until we receive a copy of it
at our Service Office. We assume no responsibility for the validity or effects
of any assignment.

OTHER PROVISIONS

SUPPLEMENTARY BENEFITS

Subject to certain requirements, you may add one or more supplementary benefits
to a Policy, including those providing term insurance for additional insureds,
providing accidental death coverage, waiving monthly deductions upon disability,
guaranteeing the Policy Value, accelerating benefits in the event of terminal
illness, and, in the case of corporate-owned Policies, permitting a change of
the life insured. You may obtain more detailed information concerning
supplementary benefits from one of our authorized agents. We will deduct the
cost of any supplementary benefits as part of the monthly deduction. See Charges
And Deductions -- "Monthly Deductions."

PAYMENT OF PROCEEDS

As long as the Policy is in force, we will ordinarily pay any policy loans,
partial withdrawals, Net Cash Surrender Value or any insurance benefit within
seven days after receipt at our Service Office of all the documents required for
such a payment.

We may delay the payment of any policy loans, partial withdrawals, Net Cash
Surrender Value or the portion of any insurance benefit that depends on the
Fixed Account value for up to six months; otherwise we may delay payment for any
period during which (i) the New York Stock Exchange is closed for trading
(except for normal holiday closings) or trading on the Exchange is otherwise
restricted; or (ii) an emergency exists as defined by the S.E.C. or the S.E.C.
requires that trading be restricted; or (iii) the S.E.C. permits a delay for the
protection of policyowners. Also, we may deny transfers in the circumstances
stated in clauses (i), (ii) and (iii) above and in the circumstances previously
set forth. See Policy Values -- "Transfers Of Policy Value."

REPORTS TO POLICYOWNERS

Within 30 days after each policy anniversary, we will send you a statement
showing, among other things, the amount of the 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, any Loan Account balance and any interest charged since the
last statement, the premiums paid and policy transactions made during the period
since the last statement and any other information required by law.

Within 10 days after any transaction involving purchase, sale, or transfer of
units of Investment Accounts, we will send a confirmation statement.


                                       36
<PAGE>   40
You will also be sent an annual and a semi-annual report for Manufacturers
Investment Trust which will include a list of the securities held in each
Portfolio as required by the 1940 Act.

MISCELLANEOUS MATTERS

PORTFOLIO SHARE SUBSTITUTION

Although we believe it to be highly unlikely, it is possible that in the
judgment of our management, 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 regulations, because the shares are no
longer available for investment, or for some other reason. In that event, we 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.

We also reserve the right to combine other separate accounts with the Separate
Account, to establish additional sub-accounts within the Separate Account, to
operate the Separate Account as a management investment company or other form
permitted by law, to transfer assets from this Separate Account to another
separate account and from another separate account to this Separate Account, and
to de-register the Separate Account under the 1940 Act. We would make the change
only if permissible under applicable federal and state law.

We will not materially change the investment objectives of the Separate Account
without first filing the change with the Insurance Commissioner of the State of
Michigan. You will be advised of any change at the time it is made.

FEDERAL INCOME TAX CONSIDERATIONS

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. You
should consult counsel or other competent tax advisers for more complete
information. This discussion is based upon our understanding of the present
federal income tax laws as they are currently interpreted by the Internal
Revenue Service (the "Service"). We make no representation as to the likelihood
of continuation of the present federal income tax laws or of the current
interpretations by the Service. WE DO 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 continuance 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 its tax
consequences, is contemplated, you should consult a qualified tax adviser for
advice on the tax attributes of the particular arrangement.

TAX STATUS OF THE POLICY

Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code"), sets
forth a definition of a life insurance contract for federal tax purposes. The
Secretary of 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 Policy
would not provide the tax advantages normally provided by a life insurance
policy.

With respect to a Policy issued on the basis of a standard rate class, we
believe (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 premium
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


                                       37
<PAGE>   41
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.

If it is subsequently determined that a Policy does not satisfy Section 7702, we
may take whatever steps are appropriate and reasonable to attempt to cause such
a Policy to comply with Section 7702. For these reasons, we reserve the right to
restrict Policy transactions as necessary to attempt to qualify it as a life
insurance contract under Section 7702. 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 Manufacturers Investment Trust, intends to comply with
the diversification requirements prescribed in Treas. Reg. Sec. 1.817-5, which
affect how Manufacturers Investment Trust's assets are to be invested. We
believe that the Separate Account will thus meet the diversification
requirement, and we will monitor continued compliance with the requirement.

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 subaccounts without being treated as owners of the
underlying assets."

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 Policy has many more Portfolios to which policyowners may
allocate premium payments and Policy Values than were available in the policies
described in the rulings. 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, we do 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. We therefore reserve 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.

The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

IN GENERAL. We believe 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. Thus, the death benefit under the Policy
should be excludable from the gross income of the beneficiary under Section
101(a)(1) of the Code.

Depending on the circumstances, the exchange of a Policy, a change in the
Policy's [Generally, you will not be deemed to be in constructive receipt of
your Policy Value until there is a distribution.] death benefit option, a Policy
loan, a partial withdrawal, a surrender, a change in ownership, a change of
insured, 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.
Generally, the policyowner will not be deemed to be in constructive receipt of
the Policy Value, including increments thereof, until there is a distribution.
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." 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


                                       38
<PAGE>   42
indebtedness exceeds the total investment in the Policy, the excess will
generally be treated as ordinary income subject to tax, regardless of whether
the Policy is or is not a Modified Endowment Contract.

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.

Because of the Policy's flexibility, classification as a Modified Endowment
Contract will depend on the individual circumstances of each Policy. 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 sum of the net level
premiums which would have been paid on or before such time if the Policy
provided for paid-up future benefits after the payment of seven level annual
premiums. The determination of whether a Policy will be a Modified Endowment
Contract after a material change generally depends upon the relationship of the
death benefit and Policy Value at the time of such change and the additional
premiums paid in the seven years following the material change. If a premium is
received which would cause the Policy to become a Modified Endowment Contract
(MEC) within 23 days of the next policy anniversary, we 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 your Policy to become a MEC more than
23 days prior to the next policy anniversary, we will refund any excess premium
to you. The portion of the premium which is not excess will be applied as of the
date received. We will advise you of this action and will offer to return the
premium and have it credited to the account as of the original date received.

If, in connection with the application or issue of the Policy, you acknowledge
that your Policy is or will become a MEC, we will credit excess premiums that
would cause MEC status as of the date received.

Further, if a transaction occurs which reduces the face amount of your Policy
during the first seven years, we will retest the Policy, retroactive to the date
of purchase, to determine compliance with the seven-pay test based on the lower
face amount. As well, if a reduction of the face amount occurs within seven
years of a material change, we will retest the Policy for compliance retroactive
to the date of the material change. Failure to comply would result in
classification as a Modified Endowment Contract regardless of any efforts by us
to provide a payment schedule that will not violate the seven-pay test.

The rules relating to whether a Policy will be treated as a Modified Endowment
Contract are extremely complex and cannot be adequately described in the limited
confines of this summary. Therefore, you should consult with a competent adviser
to determine whether a transaction will cause the Policy to be treated as a
Modified Endowment Contract.

DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS. Policies
classified as Modified Endowment Contracts will be subject to the following tax
rules: 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 (described below) at such time. 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. Third, a 10% additional income tax is imposed on the portion of any
distribution (including distributions upon surrender) from, or loans taken from
or secured by, such a Policy that is included in income except where the
distribution or loan is made on or after the policyowner attains age 59 1/2, is
attributable to the policyowner's becoming disabled, or 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.

DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS. A
distribution from a Policy that is not a Modified Endowment Contract is
generally treated as a tax-free recovery by the policyowner of the investment in
the Policy (described below) to the extent of such investment in the Policy, and
as a distribution of taxable income only to the extent


                                       39
<PAGE>   43
the distribution exceeds the investment in the Policy. 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 complying 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.

Loans from, or secured by, a Policy that is not a Modified Endowment Contract
are not treated as distributions. Instead, such loans are treated as
indebtedness of the policyowner. Select Loans may, however, be treated as a
distribution.

Finally, neither distributions (including distributions upon surrender) nor
loans from, or secured by, a Policy that is not a Modified Endowment Contract
are subject to the 10% additional tax.

POLICY LOAN INTEREST. Generally, personal interest paid on any loan under a
Policy which is owned by an individual is not deductible. In addition, except
for the transition rules described in the paragraph below, 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
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 exceeds $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.

For policies issued after June 20, 1986 and prior to January 1, 1994 a
transition rule permits all or a portion of the interest paid on policy debt
incurred before January 1, 1996 to be deducted. For policies issued in 1994 or
1995 the transition rule applies to indebtedness incurred before January 1,
1997. To be deducted the interest must be paid or accrued prior to January 1,
1999, and must meet other rules contained in Section 264 of the Code and section
501 of the Health Insurance Portability and Accountability Act of 1996.

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 bears to the average adjusted bases for all assets of the taxpayer.

If the taxpayer is not the owner, but is the direct or indirect beneficiary
under the contract, 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.

INVESTMENT IN THE POLICY. Investment in the Policy means (i) the aggregate
amount of any premiums or other consideration paid for a Policy, minus (ii) the
aggregate amount received under the Policy which has been excluded from gross
income of the policyowner (except that the amount of any loan from, or secured
by, a Policy that is a Modified Endowment Contract, to the extent such amount
has been excluded from gross income, will be disregarded), plus (iii) the amount
of any loan from, or secured by, a Policy that is a Modified Endowment Contract
to the extent that such amount has been included in the gross income of the
policyowner.

MULTIPLE POLICIES. All Modified Endowment Contracts that are issued by us (or
our affiliates) to the same policyowner during any calendar year are treated as
one Modified Endowment Contract for purposes of determining the amount
includible in the gross income under Section 72(e) of the Code.

THE COMPANY'S TAXES


                                       40
<PAGE>   44
As a result of the Omnibus Budget Reconciliation Act of 1990, insurance
companies are generally required to capitalize and amortize certain policy
acquisition expenses over a 10-year period rather than currently deducting such
expenses. This treatment applies to the deferred acquisition expenses of a
Policy and results in a significantly higher corporate income tax liability for
the Company. We reserve the right to make a charge to premiums to compensate us
for the anticipated higher corporate income taxes.

At the present time, we make no charge to the Separate Account for any federal,
state or local taxes that we incur that may be attributable to the Account or to
the Policies. We, 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 we determine to be properly attributable to the Separate Account or to
the Policies.

DISTRIBUTION OF THE POLICY

ManEquity, Inc., one of our indirect wholly-owned subsidiaries, acts as the
principal underwriter of, and continuously offers, the Policies pursuant to a
Distribution Agreement with us. 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. The Policies will be sold by registered
representatives of either ManEquity, Inc. or other broker-dealers having
distribution agreements with ManEquity, Inc. who are also authorized by state
insurance departments to do so. Compensation is comprised of first-year
commissions and bonus not to exceed 105% of premiums paid up to the Target
Premium, commissions not to exceed 2% of premiums in excess thereof and, after
the third anniversary, 0.15% of the Policy Value per annum. If certain standards
with regard to the sale of the Policies and certain other policies issued by us
or Manufacturers Life (USA) are met, additional compensation will be available.

RESPONSIBILITIES ASSUMED BY 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 us, 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 them and will pay them for
their 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 us pursuant to which Manufacturers Life or Manufacturers USA will
provide to us all issue, administrative, general services and recordkeeping
functions on our behalf with respect to all of our insurance policies including
the Policies.

Finally, Manufacturers Life of America may, from time to time in its sole
discretion, enter into one or more reinsurance agreements with other life
insurance companies under which policies issued by it may be reinsured, such
that its total amount at risk under a policy would be limited for the life of an
insured.

VOTING RIGHTS

As stated above, we will invest all of the assets held in the sub-accounts of
the Separate Account in shares of a particular Portfolio of Manufacturers
Investment Trust. We are the legal owner of those shares and as such have the
right to vote upon matters that are required by the 1940 Act to be approved or
ratified by the shareholders of a mutual and to vote upon any other matters that
may be voted upon at a shareholders' meeting. However, we will vote shares held
in the sub-accounts in accordance with instructions received from policyowners
having an interest in such sub-accounts.

We will vote shares held in each sub-account for which no timely instructions
from policyowners are received, including shares not attributable to Policies,
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 us to vote shares held in the Separate
Account in our own right, we may elect to do so.


                                       41
<PAGE>   45
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 of Manufacturers Investment Trust. We will determine the
number as of a date chosen by us, 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 shareholders' meeting.

We may, if required by state insurance 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, we
may disregard voting instructions that would require changes in the investment
policies or investment adviser, provided that we reasonably disapprove such
changes in accordance with applicable federal regulations. If we disregard
voting instructions, we will advise you of that action and our reasons for such
action in the next communication to policyowners.

DIRECTORS AND OFFICERS OF MANUFACTURERS LIFE OF AMERICA

<TABLE>
<CAPTION>
                                    Position with
                                    Manufacturers Life
Name                                of America                       Principal Occupation
<S>                                 <C>                              <C>
Sandra M. Cotter (36)               Director                         Attorney, Dykema Gosset, PLLC, 1989 to present.
                                    (since December 1992)

James D. Gallagher (44)             Director (since May 1996),       Vice President, Secretary and General Counsel,
                                    Secretary and                    The Manufacturers Life Insurance Company (USA),
                                    General Counsel                  January 1997 to present; Secretary and General
                                                                     Counsel, Manufacturers Adviser Corporation,
                                                                     January 1997 to present; Vice President, Legal
                                                                     Services - U.S. Operations, The Manufacturers
                                                                     Life Insurance Company, January 1996 to
                                                                     present; Vice President, Secretary and General
                                                                     Counsel, The Manufacturers Life Insurance
                                                                     Company of North America , 1994 to present;
                                                                     Vice President and Associate General Counsel,
                                                                     The Prudential Insurance Company of America,
                                                                     1991 to 1994.

Theodore Kilkuskie, Jr. (43)        Director (since May 1996)        Senior Vice President, U.S. Annuities, The
                                                                     Manufacturers Life Insurance Company, January
                                                                     1999 to present; President, The Manufacturers
                                                                     Life Insurance Company of North America,
                                                                     January 1999 to present; Senior Vice President,
                                                                     U.S. Individual Insurance, The Manufacturers
                                                                     Life Insurance Company, August 1998 to December
                                                                     1998; Vice President, U.S. Individual
                                                                     Insurance, The Manufacturers Life Insurance
                                                                     Company, June 1995 to February 1998; Executive
                                                                     Vice President, Mutual Fund Sales & Marketing,
                                                                     State Street Research, March 1994 to June 1995.
</TABLE>


                                       42
<PAGE>   46
<TABLE>
<S>                                 <C>                              <C>
James O'Malley (52)                 Director (since November 1998)   Senior Vice President, U.S. Pensions, The
                                                                     Manufacturers Life Insurance Company, January
                                                                     1999 to present; Vice President, Systems New
                                                                     Business Pensions, The Manufacturers Life
                                                                     Insurance Company,  1984 to December 1998.

Joseph J. Pietroski (60)            Director (since July 1992)       Senior Vice President, General Counsel and
                                                                     Corporate Secretary, The Manufacturers Life
                                                                     Insurance Company, 1988 to present.

John D. Richardson (61)             Chairman and Director            Senior Executive Vice President, The
                                    (since January 1995)             Manufacturers Life Insurance Company; January
                                                                     1999 to present; Executive Vice President, U.S.
                                                                     Operations, The Manufacturers Life Insurance
                                                                     Company, November 1995 to December 1998; Senior
                                                                     Vice President and General Manager, U.S.
                                                                     Operations, The Manufacturers Life Insurance
                                                                     Company, January 1995 to October 1997; Senior
                                                                     Vice President and General Manager, Canadian
                                                                     Operations, The Manufacturers Life Insurance
                                                                     Company, June 1992 to December 1994.

Victor Apps (51)                    Vice President, Asia             Executive Vice President, Asia Operations, The
                                                                     Manufacturers Life Insurance Company, November
                                                                     1997 to present; Senior Vice President and
                                                                     General Manager, Greater China Division, The
                                                                     Manufacturers Life Insurance Company, 1995 to
                                                                     1997; Vice President and General Manager,
                                                                     Greater China Division, The Manufacturers Life
                                                                     Insurance Company, 1993 to 1995; International
                                                                     Vice President, Asia Pacific Division, The
                                                                     Manufacturers Life Insurance Company, 1988 to
                                                                     1993.

Felix Chee (52)                     Vice President, Investments      Executive Vice President ,The Manufacturers
                                                                     Life Insurance Company; November 1997 to
                                                                     present, Chief Investment Officer, The
                                                                     Manufacturers Life Insurance Company, June 1997
                                                                     to present, Senior Vice President and
                                                                     Treasurer, The Manufacturers Life Insurance
                                                                     Company, August 1994 to May 1997; Vice
                                                                     President and Treasurer, The Manufacturers Life
                                                                     Insurance Company, October 1993 to July 1994.

Robert A. Cook (44)                 Vice President, Marketing        Senior Vice President, U.S. Individual
                                                                     Insurance, The Manufacturers Life Insurance
                                                                     Company, January 1999 to present; Vice
                                                                     President, Product Management, The
                                                                     Manufacturers Life Insurance Company, 1996 to
                                                                     December 1998; Sales and Marketing Director,
                                                                     The Manufacturers Life Insurance Company, 1994
                                                                     to 1995.

Hugh C. McHaffie (40)               Vice President                   Vice President, Product Development, U.S.
                                                                     Annuities, The Manufacturers Life Insurance
                                                                     Company, January 1996 to present; Vice
</TABLE>


                                       43
<PAGE>   47
<TABLE>
<S>                                 <C>                              <C>
                                                                     President U.S. Annuities, The Manufacturers
                                                                     Life Insurance Company of North America,
                                                                     September 1996 to present; Vice President,
                                                                     Product Actuary, The Manufacturers Life
                                                                     Insurance Company of North America, August 1994
                                                                     to September 1996; Product Development
                                                                     Executive, The Manufacturers Life Insurance
                                                                     Company of North America, August 1990 to August
                                                                     1994.

Douglas H. Myers (44)               Vice President, Finance and      President, ManEquity, Inc., April 1994 to
                                    Compliance, Controller           present; Assistant Vice President and
                                                                     Controller, U.S. Operations, The Manufacturers
                                                                     Life Insurance Company, 1988 to present.

John G. Vrysen (43)                 Vice President, Appointed        Chief Financial Officer and Treasurer,
                                    Actuary                          Manulife-Wood Logan Holding Co., Inc., January
                                                                     1996 to present; Vice President and Chief
                                                                     Financial Officer, U.S. Operations, The
                                                                     Manufacturers Life Insurance Company, January
                                                                     1996 to present; Vice President and Chief
                                                                     Actuary, The Manufacturers Life Insurance
                                                                     Company of New York, March 1992 to present;
                                                                     Vice President and Chief Actuary, The
                                                                     Manufacturers Life Insurance Company of North
                                                                     America, January 1986 to present.

Jean Wong (35)                      Vice President and Treasurer     Vice President and Chief Accountant, U.S.
                                                                     Division, The Manufacturers Life Insurance
                                                                     Company, May 1998 to present; Chief Accountant,
                                                                     U.S. Division, The Manufacturers Life Insurance
                                                                     Company, July 1996 to May 1998; Director,
                                                                     Finance and Administration, Star Data Systems
                                                                     Inc., December 1995 to July 1996; Vice
                                                                     President and Chief Financial Officer,
                                                                     Primerica Financial Services, June 1993 to
                                                                     December 1995.
</TABLE>

IMPACT OF YEAR 2000

The Company makes extensive use of information systems in the operations of its
various businesses, including for the exchange of financial data and other
information with customers, suppliers and other counterparties. The Company also
uses software and information systems provided by third parties in its
accounting, business and investment systems.

The Year 2000 risk, as it is commonly known, is the result of computer programs
being written suing two digits, rather than four, to define the applicable year.
Any of the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the Year 2000. This
could result in systems failures or miscalculations causing disruptions of
operations, including among other things, a temporary inability to process
transactions, send premium billing notices, make claims payments or engage in
other normal business activities.

The systems used by the company have been assessed as part of a comprehensive
written plan conducted by The Manufacturers Life Insurance Company (collectively
with its subsidiaries, "Manulife Financial"), to ensure that computer systems
and processes of Manulife Financial and its subsidiaries and affiliates,
including the Company, will continue to perform through the end of this century
and in the next.


                                       44
<PAGE>   48
In 1996, in order to make Manulife Financial's systems Year 2000 compliant, a
program was instituted to modify or replace both Manulife Financial's
information technology systems ("IT systems") and embedded technology systems
"Non-IT systems"). The phases of this program include (I) an inventory and
assessment of all systems to determine which are critical, (ii) planning and
designing the required modifications and replacements, (iii) making these
modifications and replacements, (iv) testing modified or replaced systems, (v)
redeploying modified or replaced systems and (vi) final management review and
certification. For most IT and Non-IT systems identified as critical,
certification has been completed for the company. Of those systems classified as
critical, management believes that over 99% were Year 2000 compliant at the end
of 1998. Management continues to focus attention on the remaining 1% of critical
systems. Those that affect the Company are expected to be compliant by the end
of the first quarter in 1999. Management believes that the Company's
non-critical systems will be Year 2000 compliant by the end of the first quarter
1999.

In addition to efforts directed at Manulife Financial's own systems, Manulife
Financial is presently consulting vendors, customers, and other third parties
with which it deals in an effort to ensure that no material aspect of Manulife
Financial's operations will be hindered by Year 2000 problems of these third
parties. This process includes providing third parties with questionnaires
regarding the state of their Year 2000 readiness and, where possible or where
appropriate, conducting further due diligence activities.

Manulife Financial recognizes the importance of preparing for the change to the
Year 2000 and, in January 1999, commenced preparation of contingency plans, in
the event that Manulife Financial's year 2000 program has not fully resolved its
Year 2000 issues. The Year 2000 Project Management Office for Manulife
Financial's U.S. division is coordinating the preparation of the Year 2000
contingency plan on behalf of U.S. Division affiliates and subsidiaries.
Contingency planning is targeted for completion by mid-1999.

Management currently believes that, with modifications to existing software and
conversions to new software, the Year 2000 risk will not pose significant
operations problems for Manulife Financial's computer systems. As part of the
Year 2000 program, critical systems were "time-shift" tested in the year 2000
and beyond to confirm that they will continue to function properly before,
during and after the change to the Year 2000. However, there can be no assurance
that Manulife Financial's Year 2000 program, including consulting third parties
and its contingency planning, will avoid any material adverse effect on Manulife
Financial's operations, customer relations or financial condition. Manulife
Financial estimates the total cost of its Year 2000 program will be
approximately $59 million, of which $49.5 million has been incurred through
December 31, 1998; however, there can be no assurance that the actual cost
incurred will not be materially higher than such estimate. Most costs will be
expensed as incurred; however, those costs attributed to the purchase of new
software and hardware will generally be capitalized. The total cost of the Year
2000 program is not expected to have a material effect on Manulife Financial's
net operating income.

STATE REGULATIONS

We are subject to regulation and supervision by the Michigan Department of
Insurance, which periodically examines our financial condition and operations.
We are also subject to the insurance laws and regulations of all jurisdictions
in which we are 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.

We are required to submit annual statements of our operations, including
financial statements, to the insurance departments of the various jurisdictions
in which we do business for the purposes of determining solvency and compliance
with local insurance laws and regulations.

PENDING LITIGATION

No litigation is pending that would have a material effect upon the Separate
Account or Manufacturers Investment Trust.

ADDITIONAL INFORMATION


                                       45
<PAGE>   49
We have filed a registration statement under the Securities Act of 1933 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.
You may obtain the omitted information from the S.E.C.'s principal office in
Washington, D.C. upon payment of the prescribed fee.

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

INDEPENDENT AUDITORS

The consolidated financial statements of Manufacturers Life Insurance Company of
America and Separate Account Three of The Manufacturers Life Insurance Company
of America at December 31, 1998 and 1997, and for each of the three years in the
period ended December 31, 1998, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing elsewhere herein, and are included in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.

FINANCIAL STATEMENTS

The financial statements of Manufacturers Life of America included herein should
be distinguished from the financial statements of Separate Account Three and
should be considered only as bearing upon the ability of Manufacturers Life of
America to meet its obligations under the Policies.


                                       46
<PAGE>   50


                                        Separate Account Three of
                           The Manufacturers Life Insurance Company of America

                                           Financial Statements

                                   Three years ended December 31, 1998

                                                 CONTENTS

Report of Independent Auditors .............................................
Audited Financial Statements ...............................................
Statement of Assets and Liabilities ........................................
Statements of Operations ...................................................
Statements of Changes in Net Assets ........................................
Notes to Financial Statements ..............................................

                                      F-1
<PAGE>   51
                         Report of Independent Auditors

To the Board of Directors
The Manufacturers Life Insurance
    Company of America

We have audited the accompanying statement of assets and liabilities of Separate
Account Three of The Manufacturers Life Insurance Company of America as of
December 31, 1998 and the related statements of operations and changes in net
assets for each of the periods presented therein. These financial statements are
the responsibility of The Manufacturers Life Insurance Company of America's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1998, by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Separate Account Three of The
Manufacturers Life Insurance Company of America at December 31, 1998, and the
results of its operations and the changes in its net assets for each of the
periods presented therein, in conformity with generally accepted accounting
principles.

Philadelphia, Pennsylvania
February 4, 1999




                                      F-2
<PAGE>   52
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                       Statement of Assets and Liabilities

                                December 31, 1998



<TABLE>
<CAPTION>
                                                                                            SUB-ACCOUNT        NET ASSET
                                                                           NET ASSET           UNITS           VALUE PER
                                                                              VALUE         OUTSTANDING           UNIT
                                                                        --------------------------------------------------


ASSETS

Investment in Manufacturers Investment Trust--at market value:

<S>                                                                       <C>              <C>                <C>
   Emerging Growth Trust, 2,802,542 shares (cost $62,104,620)             $  66,756,555    $   1,547,427      $   43.14
   Quantitative Equity Trust, 2,069,537 shares (cost $38,807,860)            52,193,727        1,202,134          43.42
   Real Estate Securities Trust, 1,536,662 shares (cost $24,594,352)         22,696,503          689,209          32.93
   Balanced Trust, 2,589,172 shares (cost $43,897,491)                       50,229,936        1,674,992          29.99
   Capital Growth Bond Trust, 1,757,260 shares (cost $19,935,560)            21,245,278          929,261          22.86
   Money Market Trust, 3,170,806 shares (cost $31,708,063)                   31,708,063        1,731,857          18.31
   International Stock Trust, 1,585,335 shares (cost $18,934,357)            20,577,642        1,473,246          13.97
   Pacific Rim Emerging Markets Trust, 822,886 shares (cost $5,198,434)       5,620,314          772,206           7.28
   Equity Index Trust, 2,839,061 shares (cost $37,536,543)                   43,806,714        2,221,635          19.72
   Equity Trust, 1,257,356 shares (cost $25,523,708)                         24,493,286        1,651,448          14.83
   Value Equity Trust, 1,044,760 shares (cost $16,442,598)                   18,575,830        1,154,317          16.09
   Growth and Income Trust, 1,165,238 shares (cost $26,765,264)              33,127,715        1,678,270          19.74
   U.S. Government Securities Trust, 239,148 shares (cost $3,198,130)         3,305,023          276,793          11.94
   Conservative Asset Allocation Trust, 80,313 shares (cost $925,126)           950,102           73,213          12.98
   Moderate Asset Allocation Trust, 234,294 shares (cost $2,942,382)          3,125,486          218,986          14.27
   Aggressive Asset Allocation Trust, 237,596 shares (cost $3,281,821)        3,625,719          233,924          15.50
   International Small Cap Trust, 176,272 shares (cost $2,492,390)            2,693,435          190,424          14.14
   Blue Chip Growth Trust, 566,488 shares (cost $8,957,998)                  10,717,944          519,809          20.62
   Science & Technology Trust, 252,885 shares (cost $3,476,302)               4,936,311          244,906          20.16
   Pilgram Baxter Growth Trust, 122,992 shares (cost $1,528,419)              1,603,809          105,774          15.16
   Small/Mid Cap Trust, 296,586 shares (cost $5,033,231)                      5,863,507          299,424          19.58
   Worldwide Growth Trust, 71,291 shares (cost $1,065,955)                    1,080,064           72,735          14.85
   Global Equity Trust, 208,185 shares (cost $3,996,239)                      4,242,810          259,150          16.37
   Growth Trust, 329,119 shares (cost $6,264,920)                             6,746,944          363,585          18.56
   Value Trust, 253,715 shares (cost $3,817,475)                              3,567,228          251,058          14.21
   International Growth and Income Trust, 124,135 shares (cost                1,405,214          104,239          13.48
   $1,357,908)

   High Yield Trust, 162,690 shares (cost $2,211,281)                         2,101,957          147,641          14.24
   Strategic Bond Trust, 247,629 shares (cost $2,962,146)                     2,902,215          210,298          13.80
   Global Government Bond Trust, 46,669 shares (cost $634,469)                  640,768           45,061          14.22
   Investment Quality Bond Trust, 114,782 shares (cost $1,396,240)            1,430,181           96,815          14.77
   Lifestyle Aggressive 1000 Trust, 288,431 shares (cost $3,929,209)          3,862,092          257,160          15.02
   Lifestyle Growth 820 Trust, 1,150,754 shares (cost $15,767,114)           15,857,396        1,049,185          15.11
   Lifestyle Balanced 640 Trust, 422,244 shares (cost $5,614,581)             5,696,069          382,101          14.91
   Lifestyle Moderate 460 Trust, 48,767 shares (cost $658,448)                  678,344           44,619          15.20
   Lifestyle Conservative 280 Trust, 7,984 shares (cost $102,293)               108,017            7,151          15.11
   Small Company Value Trust, 32,243 shares (cost $355,941)                     366,605           42,981           8.53
                                                                          -------------
Net assets                                                                $ 478,538,803
                                                                          =============
</TABLE>


See accompanying notes.




                                      F-3
<PAGE>   53
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                            Statements of Operations


<TABLE>
<CAPTION>
                                                                  EMERGING GROWTH                       QUANTITATIVE EQUITY
                                                                     SUB-ACCOUNT                            SUB-ACCOUNT
                                                      ------------------------------------------------------------------------------
                                                       YEAR ENDED   YEAR ENDED    YEAR ENDED   YEAR ENDED    YEAR ENDED   YEAR ENDED
                                                       DEC. 31/98   DEC. 31/97    DEC. 31/96   DEC. 31/98    DEC. 31/97   DEC. 31/96
                                                      ------------------------------------------------------------------------------
<S>                                                   <C>          <C>           <C>           <C>           <C>        <C>
Net investment income:
   Dividend income                                    $   995,471  $        --   $ 7,702,014   $ 5,169,494   $    --    $ 4,240,752
                                                      ------------------------------------------------------------------------------
Realized and unrealized gain (loss) on investments:
   Realized gain (loss) from security
        transactions:
       Proceeds from sales                              6,100,016    7,107,331     4,088,127     4,267,545   3,096,117    1,222,403
       Cost of securities sold                          4,854,772    5,908,528     3,518,688     2,650,426   2,122,759      976,262
                                                      ------------------------------------------------------------------------------
   Net realized gain (loss)                             1,245,244    1,198,803       569,439     1,617,119     973,358      246,141
                                                      ------------------------------------------------------------------------------
   Unrealized appreciation (depreciation) of
       investments:
       Beginning of year                                6,743,875   (1,640,500)    4,794,911     9,470,255   1,534,960    2,295,941
       End of year                                      4,651,935    6,743,875    (1,640,500)   13,385,867   9,470,255    1,534,960
                                                      ------------------------------------------------------------------------------
   Net unrealized appreciation (depreciation) during
     the year                                          (2,091,940)   8,384,375    (6,435,411)    3,915,612   7,935,295     (760,981)
                                                      ------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments                                           (846,696)   9,583,178    (5,865,972)    5,532,731   8,908,653     (514,840)
                                                      ------------------------------------------------------------------------------
Net increase (decrease) in net assets derived from
   operations                                         $   148,775  $ 9,583,178   $ 1,836,042   $10,702,225  $ 8,908,653  $ 3,725,912
                                                      ==============================================================================
</TABLE>


*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-4
<PAGE>   54
<TABLE>
<CAPTION>

              REAL ESTATE SECURITIES                          BALANCED                             CAPITAL GROWTH BOND
                   SUB-ACCOUNT                               SUB-ACCOUNT                               SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
     YEAR ENDED     YEAR ENDED    YEAR ENDED   YEAR ENDED    YEAR ENDED    YEAR ENDED      YEAR ENDED    YEAR ENDED     YEAR ENDED
     DEC. 31/98     DEC. 31/97    DEC. 31/96   DEC. 31/98    DEC. 31/97    DEC. 31/96      DEC. 31/98    DEC. 31/97     DEC. 31/96

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


<S>                <C>           <C>           <C>            <C>           <C>            <C>           <C>            <C>
    $ 3,092,425    $        --   $ 2,776,056   $ 5,710,136    $        --   $ 4,478,042    $ 1,051,960   $        --    $   864,430
    --------------------------------------------------------------------------------------------------------------------------------



      2,650,837      1,134,797       660,261     3,244,479      4,291,414     1,836,560      3,019,340     1,876,127      1,292,420
      2,269,138        898,569       631,891     2,557,957      3,671,860     1,674,031      2,667,419     1,866,847      1,363,232
    --------------------------------------------------------------------------------------------------------------------------------
        381,699        236,228        28,370       686,522        619,554       162,529        351,921         9,280        (70,812)
    --------------------------------------------------------------------------------------------------------------------------------


      5,819,408      2,155,063       748,034     6,626,044        958,041     2,693,376      1,199,605      (223,171)       153,798
     (1,897,849)     5,819,409     2,155,063     6,332,445      6,626,043       958,041      1,309,718     1,199,605       (223,171)
    --------------------------------------------------------------------------------------------------------------------------------
     (7,717,257)     3,664,346     1,407,029      (293,599)     5,668,002    (1,735,335)       110,113     1,422,776       (376,969)
    --------------------------------------------------------------------------------------------------------------------------------

     (7,335,558)     3,900,574     1,435,399       392,923      6,287,556    (1,572,806)       462,034     1,432,056       (447,781)

    --------------------------------------------------------------------------------------------------------------------------------
    $(4,243,133)   $ 3,900,574   $ 4,211,455   $ 6,103,059    $ 6,287,556   $ 2,905,236    $ 1,513,994   $ 1,432,056    $   416,649
    ================================================================================================================================
</TABLE>




                                      F-5
<PAGE>   55
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)

<TABLE>
<CAPTION>

                                                             MONEY MARKET                          INTERNATIONAL STOCK
                                                             SUB-ACCOUNT                               SUB-ACCOUNT
                                               -------------------------------------------------------------------------------------
                                               YEAR ENDED    YEAR ENDED     YEAR ENDED     YEAR ENDED    YEAR ENDED     YEAR ENDED
                                               DEC. 31/98    DEC. 31/97     DEC. 31/96     DEC. 31/98    DEC. 31/97     DEC. 31/96
                                               -------------------------------------------------------------------------------------
<S>                                            <C>           <C>            <C>            <C>           <C>            <C>
Net investment income:
   Dividend income                             $  1,481,440  $  1,159,280   $  1,505,315   $    313,529  $    209,753   $    248,736
                                               -------------------------------------------------------------------------------------
Realized and unrealized gain (loss) on
     investments:
   Realized and unrealized gain (loss) from
    security  transactions:
       Proceeds from sales                       55,917,389    18,425,413     17,344,859      4,550,901       780,310        289,302
       Cost of securities sold                   55,917,389    19,340,111     16,936,049      3,876,157       656,813        250,445
                                               -------------------------------------------------------------------------------------
   Net realized gain (loss)                              --      (914,698)       408,810        674,744       123,497         38,857
                                               -------------------------------------------------------------------------------------
   Unrealized appreciation (depreciation) of
       investments:
       Beginning of year                                 --      (914,724)       233,720        131,809       450,565         99,777
       End of year                                       --             1       (914,724)     1,643,285       131,811        450,565
                                               -------------------------------------------------------------------------------------
   Net unrealized appreciation (depreciation)
during the year                                          --       914,725     (1,148,444)     1,511,476      (318,754)       350,788
                                               -------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments                                           --            27       (739,634)     2,186,220      (195,257)       389,645
                                               -------------------------------------------------------------------------------------
Net increase (decrease) in net assets
derived from operations                        $  1,481,440  $  1,159,307   $    765,681   $  2,499,749  $     14,496   $    638,381
                                               =====================================================================================
</TABLE>





*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-6
<PAGE>   56
<TABLE>
<CAPTION>

         PACIFIC RIM EMERGING MARKETS
                 SUB-ACCOUNT                          EQUITY INDEX SUB-ACCOUNT                      EQUITY SUB-ACCOUNT
    --------------------------------------------------------------------------------------------------------------------------------
    YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED   PERIOD ENDED*   YEAR ENDED    YEAR ENDED   PERIOD ENDED*
    DEC. 31/98     DEC. 31/97    DEC. 31/96    DEC. 31/98    DEC. 31/97     DEC. 31/96    DEC. 31/98    DEC. 31/97     DEC. 31/96
    --------------------------------------------------------------------------------------------------------------------------------

<S>                <C>           <C>          <C>           <C>           <C>            <C>           <C>           <C>
    $      -       $   12,667    $  239,201   $ 1,392,501   $ 2,468,634   $   449,782    $ 3,871,537   $ 2,150,334   $    26,181
    --------------------------------------------------------------------------------------------------------------------------------



    4,347,338       1,556,257       443,740     2,890,323     1,982,591       231,179      1,483,382     1,891,337        54,581
    6,967,881       1,571,876       374,390     2,287,244     1,529,141       214,759      1,636,220     1,889,551        56,756
    --------------------------------------------------------------------------------------------------------------------------------
   (2,620,543)        (15,619)       69,350       603,079       453,450        16,420       (152,838)        1,786        (2,175)
    --------------------------------------------------------------------------------------------------------------------------------


   (2,120,318)         67,813        88,856       488,049       (46,898)            -        737,427       495,686             -
      421,880      (2,120,317)       67,813     6,270,171       488,048       (46,898)    (1,030,422)      737,427       495,686
    --------------------------------------------------------------------------------------------------------------------------------
    2,542,198      (2,188,130)      (21,043)    5,782,122       534,946       (46,898)    (1,767,849)      241,741       495,686
    --------------------------------------------------------------------------------------------------------------------------------

      (78,345)     (2,203,749)       48,307     6,385,201       988,396       (30,478)    (1,920,687)      243,527       493,511
    --------------------------------------------------------------------------------------------------------------------------------

   $ (78,345)    $(2,191,082)  $   287,508   $ 7,777,702   $ 3,457,030   $   419,304    $ 1,950,850   $ 2,393,861   $   519,692
   =================================================================================================================================
</TABLE>




                                      F-7
<PAGE>   57
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)

<TABLE>
<CAPTION>
                                                         VALUE EQUITY SUB-ACCOUNT              GROWTH AND INCOME SUB-ACCOUNT
                                                 -----------------------------------------------------------------------------------
                                                 YEAR ENDED   YEAR ENDED   PERIOD ENDED*  YEAR ENDED   YEAR ENDED    PERIOD ENDED*
                                                 DEC. 31/98   DEC. 31/97   DEC. 31/96     DEC. 31/98   DEC. 31/97     DEC. 31/96
                                                 -----------------------------------------------------------------------------------
<S>                                              <C>          <C>          <C>            <C>          <C>            <C>
Net investment income:
   Dividend income                               $   976,745  $ 1,127,557  $     8,790    $ 1,500,080  $ 556,761      $   1,952
                                                 -----------------------------------------------------------------------------------
Realized and unrealized gain (loss) on
investments:
   Realized and unrealized gain (loss) from
    security transactions:
       Proceeds from sales                         1,391,651    1,288,325      438,548      2,830,806    3,054,342       82,474
       Cost of securities sold                     1,104,171    1,107,952      417,223      2,030,090    2,467,777       77,312
                                                 -----------------------------------------------------------------------------------
   Net realized gain (loss)                          287,480      180,373       21,325        800,716      586,565        5,162
                                                 -----------------------------------------------------------------------------------
   Unrealized appreciation (depreciation) of
   investments:
       Beginning of year                           1,914,865      364,883            -      2,511,120      405,558            -
       End of year                                 2,133,232    1,914,865      364,883      6,362,451    2,511,120      405,558
                                                 -----------------------------------------------------------------------------------
   Net unrealized appreciation (depreciation)
     during the year                                 218,367    1,549,982      364,883      3,851,331    2,105,562      405,558
                                                 -----------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments                                       505,847    1,730,355      386,208      4,652,047    2,692,127      410,720
                                                 -----------------------------------------------------------------------------------
Net increase (decrease) in net assets derived
   from operations                               $ 1,482,592  $ 2,857,912  $   394,998    $ 6,152,127  $ 3,248,888    $ 412,672
                                                 ===================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-8
<PAGE>   58
<TABLE>
<CAPTION>

        U.S. GOVERNMENT SECURITIES               CONSERVATIVE ASSET ALLOCATION               MODERATE ASSET ALLOCATION
               SUB-ACCOUNT                                SUB-ACCOUNT                               SUB-ACCOUNT
  ----------------------------------------------------------------------------------------------------------------------------
  YEAR ENDED    YEAR ENDED   PERIOD ENDED*  YEAR ENDED    YEAR ENDED   PERIOD ENDED*  YEAR ENDED    YEAR ENDED   PERIOD ENDED*
  DEC. 31/98    DEC. 31/97    DEC. 31/96    DEC. 31/98    DEC. 31/97    DEC. 31/96    DEC. 31/98    DEC. 31/97    DEC. 31/96
  ----------------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>          <C>           <C>            <C>          <C>           <C>          <C>
  $ 109,401     $ 123,037      $  26,995    $ 72,830      $ 42,335       $   8,660    $ 247,923     $ 83,798     $ 2,105
  ----------------------------------------------------------------------------------------------------------------------------



    986,654        750,917      141,134        207,048       236,418       30,301        147,097        71,531       45,521
    954,836        752,455      149,988        202,366       228,648       31,365        136,136        65,973       45,706
  ----------------------------------------------------------------------------------------------------------------------------
     31,818         (1,538)      (8,854)         4,682         7,770       (1,064)        10,961         5,558         (185)
  ----------------------------------------------------------------------------------------------------------------------------


     67,077         38,928            -         17,540         6,566            -        101,169        23,967            -
    106,893         67,077       38,928         24,976        17,540        6,566        183,104       101,169       23,967
  ----------------------------------------------------------------------------------------------------------------------------
     39,816         28,149       38,928          7,436        10,974        6,566         81,935        77,202       23,967
  ----------------------------------------------------------------------------------------------------------------------------

     71,634         26,611       30,074         12,118        18,744        5,502         92,896        82,760       23,782
  ----------------------------------------------------------------------------------------------------------------------------

  $ 181,035      $ 149,648    $  57,069       $ 84,948      $ 61,079    $  14,162      $ 340,819     $ 166,558     $ 25,887
  ============================================================================================================================
</TABLE>





                                      F-9
<PAGE>   59
                                        Separate Account Three of
                           The Manufacturers Life Insurance Company of America

                                   Statements of Operations (continued)



<TABLE>
<CAPTION>
                                                        AGGRESSIVE ASSET ALLOCATION                    INTERNATIONAL SMALL CAP
                                                                SUB-ACCOUNT                                  SUB-ACCOUNT
                                                        ----------------------------------------------------------------------------
                                                         YEAR ENDED   YEAR ENDED     PERIOD ENDED*    YEAR ENDED      YEAR ENDED
                                                         DEC. 31/98   DEC. 31/97      DEC. 31/96      DEC. 31/98      DEC. 31/97
                                                        ----------------------------------------------------------------------------
<S>                                                     <C>           <C>            <C>              <C>             <C>
Net investment income:
   Dividend income                                      $   312,103    $   140,784    $    11,072     $     5,687     $       212
                                                        ----------------------------------------------------------------------------
Realized and unrealized gain (loss) on investments:
   Realized and unrealized gain (loss) from security
     transactions:                                          210,791        226,753         79,723       3,812,286         206,034
       Proceeds from sales                                  181,226        204,492         82,946       3,842,577         203,025
                                                        ----------------------------------------------------------------------------
       Cost of securities sold                               29,565         22,261         (3,223)        (30,291)          3,009
                                                        ----------------------------------------------------------------------------
   Net realized gain (loss)

   Unrealized appreciation (depreciation) of
   investments:
       Beginning of year                                    164,721         43,313             --         (39,080)             --
       End of year                                          343,898        164,721         43,313         201,045         (39,080)
                                                        ----------------------------------------------------------------------------
   Net unrealized appreciation (depreciation) during
     the year                                               179,177        121,408         43,313         240,125         (39,080)
                                                        ----------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments                                              208,742        143,669         40,090         209,834         (36,071)
                                                        ----------------------------------------------------------------------------
Net increase (decrease) in net assets derived from
   operations                                           $   520,845    $   284,453    $    51,162     $   215,521     $   (35,859)
                                                        ============================================================================

</TABLE>


*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-10
<PAGE>   60
<TABLE>
<CAPTION>

        BLUE CHIP GROWTH             SCIENCE & TECHNOLOGY              PILGRAM BAXTER GROWTH                  SMALL/MID
          SUB-ACCOUNT                    SUB-ACCOUNT                        SUB-ACCOUNT                      CAP SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
 YEAR ENDED      YEAR ENDED     YEAR ENDED        PERIOD ENDED**    YEAR ENDED      PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**
 DEC. 31/98      DEC. 31/97     DEC. 31/98         DEC. 31/97        DEC. 31/98      DEC. 31/97       DEC. 31/98    DEC. 31/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>              <C>              <C>              <C>              <C>              <C>              <C>
$    98,459     $   104,304      $        --      $    16,815      $        --      $        --      $        --      $        --
- ------------------------------------------------------------------------------------------------------------------------------------


    933,491         121,709        7,343,188          457,533          341,421           37,770          341,669           52,379
    796,180         128,505        7,715,056          477,311          359,211           36,070          302,630           43,433
- ------------------------------------------------------------------------------------------------------------------------------------
    137,311          (6,796)        (371,868)         (19,778)         (17,790)           1,700           39,039            8,946
- ------------------------------------------------------------------------------------------------------------------------------------



    239,380              --          (62,464)              --          (18,510)              --           (4,182)              --
  1,759,946         239,382        1,460,009          (62,465)          75,390          (18,510)         830,276           (4,182)
- ------------------------------------------------------------------------------------------------------------------------------------
  1,520,566         239,382        1,522,473          (62,465)          93,900          (18,510)         834,458           (4,182)
- ------------------------------------------------------------------------------------------------------------------------------------

  1,657,877         232,586        1,150,605          (82,243)          76,110          (16,810)         873,497            4,764
- ------------------------------------------------------------------------------------------------------------------------------------

$ 1,756,336     $   336,890      $ 1,150,605      $   (65,428)     $    76,110      $   (16,810)     $   873,497      $     4,764
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

       WORLDWIDE GROWTH
          SUB-ACCOUNT
- -----------------------------------
    YEAR ENDED       PERIOD ENDED**
    DEC. 31/98       DEC. 31/97
- -----------------------------------


<S>                 <C>
   $     5,574      $     2,704
- -----------------------------------


       884,820           40,572
       870,108           38,790
- -----------------------------------
        14,712            1,782
- -----------------------------------



        (4,391)              --
        14,109           (4,391)
- -----------------------------------
        18,500           (4,391)
- -----------------------------------

        33,212           (2,609)
- -----------------------------------

   $    38,786      $        95
===================================
</TABLE>





                                      F-11
<PAGE>   61
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)

<TABLE>
<CAPTION>

                                                        GLOBAL                                                   VALUE
                                                   EQUITY SUB-ACCOUNT            GROWTH SUB-ACCOUNT            SUB-ACCOUNT
                                             ---------------------------------------------------------------------------------------
                                              YEAR ENDED     PERIOD ENDED**   YEAR ENDED  PERIOD ENDED** YEAR ENDED   PERIOD ENDED**
                                              DEC. 31/98      DEC. 31/97      DEC. 31/98   DEC. 31/97     DEC. 31/98     DEC. 31/97
                                             ---------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>          <C>            <C>          <C>
Net investment income:

   Dividend income                           $    167,578       $    --      $   95,683      $    --      $ 117,791       $ 33,133
                                             ---------------------------------------------------------------------------------------
Realized and unrealized gain (loss) on
investments:

   Realized and unrealized gain (loss)from
     security transactions:
       Proceeds from sales                     14,996,508         6,150       1,586,113        9,760        539,843         28,449
       Cost of securities sold                 15,031,676         5,777       1,462,588        8,653        517,327         25,668
                                             ---------------------------------------------------------------------------------------
   Net realized gain (loss)                       (35,168)          373         123,525        1,107         22,516          2,781
                                             ---------------------------------------------------------------------------------------
   Unrealized appreciation
(depreciation)
of
     investments:

       Beginning of year                           32,115            --          15,489           --        (20,774)            --
       End of year                                246,571        32,115         482,024       15,489       (250,247)       (20,774)
                                             ---------------------------------------------------------------------------------------
   Net unrealized appreciation
     (depreciation) during the year               214,456        32,115         466,535       15,489       (229,473)       (20,774)
                                             ---------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments                                    179,288        32,488         590,060       16,596       (206,957)       (17,993)
                                             ---------------------------------------------------------------------------------------
Net increase (decrease) in net assets
derived
   from operations                           $    346,866       $32,488      $  685,743      $16,596      $ (89,166)      $ 15,140
                                             =======================================================================================
</TABLE>


*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-12
<PAGE>   62
<TABLE>
<CAPTION>

   INTERNATIONAL GROWTH AND                                                                                GLOBAL
          INCOME                            HIGH YIELD                    STRATEGIC BOND               GOVERNMENT BOND
       SUB-ACCOUNT                         SUB-ACCOUNT                      SUB-ACCOUNT                  SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED      PERIOD ENDED**    YEAR ENDED       PERIOD ENDED**   YEAR ENDED    PERIOD ENDED**   YEAR ENDED   PERIOD ENDED**
DEC. 31/98      DEC. 31/97        DEC. 31/98       DEC. 31/97       DEC. 31/98    DEC. 31/97       DEC. 31/98    DEC. 31/97
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>               <C>             <C>              <C>          <C>             <C>
$    51,082     $     --       $   151,912       $  39,931       $   86,088       $    --      $  27,334       $   --
- ------------------------------------------------------------------------------------------------------------------------------------




  7,091,488         18,809         2,330,540         347,712         556,779        18,384        370,605        3,662
  7,095,830         18,622         2,338,454         339,830         574,721        17,681        378,835        3,587
- ------------------------------------------------------------------------------------------------------------------------------------
     (4,342)           187            (7,914)          7,882         (17,942)          703         (8,230)          75
- ------------------------------------------------------------------------------------------------------------------------------------


    (39,257)            --           (13,453)             --          10,709            --          3,801           --
     47,306        (39,257)         (109,324)        (13,453)        (59,931)       10,709          6,299        3,801
- ------------------------------------------------------------------------------------------------------------------------------------
     86,563        (39,257)          (95,871)        (13,453)        (70,640)       10,709          2,498        3,801
- ------------------------------------------------------------------------------------------------------------------------------------

     82,221        (39,070)         (103,785)         (5,571)        (88,582)       11,412         (5,732)       3,876
- ------------------------------------------------------------------------------------------------------------------------------------

$   133,303       $(39,070)      $    48,127       $  34,360       $  (2,494)      $11,412      $  21,602       $3,876
====================================================================================================================================
</TABLE>



<TABLE>
<CAPTION>

         INVESTMENT
        QUALITY BOND
         SUB-ACCOUNT
- -----------------------------
 YEAR ENDED    PERIOD ENDED**
  DEC. 31/98    DEC. 31/97
- -----------------------------
<S>            <C>
    $ 20,278      $   --
- -----------------------------




      134,493       4,700
      127,939       4,564
- -----------------------------
        6,554         136
- -----------------------------


        6,089          --
       33,941       6,089
- -----------------------------
       27,852       6,089
- -----------------------------

       34,406       6,225
- -----------------------------

     $ 54,684      $6,225
=============================
</TABLE>



                                      F-13
<PAGE>   63
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                      Statements of Operations (continued)

<TABLE>
<CAPTION>

                                                     LIFESTYLE                                                 LIFESTYLE
                                                  AGGRESSIVE 1000                 LIFESTYLE                  BALANCED 640
                                                    SUB-ACCOUNT            GROWTH 820 SUB-ACCOUNT             SUB-ACCOUNT
                                              --------------------------------------------------------------------------------------
                                              YEAR ENDED   PERIOD ENDED**  YEAR ENDED   PERIOD ENDED**  YEAR ENDED    PERIOD ENDED**
                                              DEC. 31/98   DEC. 31/97      DEC. 31/98    DEC. 31/97      DEC. 31/98    DEC. 31/97
                                              --------------------------------------------------------------------------------------
<S>                                            <C>         <C>             <C>          <C>             <C>           <C>
Net investment income:                         $ 168,006      $  4,916      $ 629,682      $ 36,584      $ 189,230      $ 16,038
   Dividend income
                                              --------------------------------------------------------------------------------------
Realized and unrealized gain (loss) on
 investments:
   Realized and unrealized gain (loss) from
     security transactions:                      787,348        18,722        634,837        53,801        896,183       152,797
       Proceeds from sales                       797,310        17,881        654,079        50,741        898,112       147,960
                                              --------------------------------------------------------------------------------------
       Cost of securities sold                    (9,962)          841        (19,242)        3,060         (1,929)        4,837
                                              --------------------------------------------------------------------------------------
   Net realized gain (loss)

   Unrealized appreciation (depreciation) of
     investments:                                (11,048)           --        (24,738)           --         43,780            --
       Beginning of year                         (67,117)      (11,049)        90,282       (24,740)        81,488        43,781
       End of year
                                              --------------------------------------------------------------------------------------
   Net unrealized appreciation                   (56,069)      (11,049)       115,020       (24,740)        37,708        43,781
(depreciation)
     during the year
                                              --------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on       (66,031)      (10,208)        95,778       (21,680)        35,779        48,618
   investments
                                              --------------------------------------------------------------------------------------
Net increase (decrease) in net assets derived
   from operations                             $ 101,975      $ (5,292)     $ 725,460      $ 14,904      $ 225,009      $ 64,656
                                              ======================================================================================
</TABLE>


*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-14
<PAGE>   64
<TABLE>
<CAPTION>

           LIFESTYLE                      LIFESTYLE              SMALL COMPANY
         MODERATE 460                  CONSERVATIVE 280           VALUE TRUST
          SUB-ACCOUNT                    SUB-ACCOUNT              SUB-ACCOUNT                      TOTAL
- -----------------------------------------------------------------------------------------------------------------------------
 YEAR ENDED    PERIOD ENDED**    YEAR ENDED   PERIOD ENDED**    PERIOD ENDED***   YEAR ENDED     YEAR ENDED     YEAR ENDED
 DEC. 31/98      DEC. 31/97      DEC. 31/98     DEC. 31/97        DEC. 31/98      DEC. 31/98     DEC. 31/97     DEC. 31/96
- -----------------------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>          <C>               <C>              <C>             <C>             <C>
  $  20,025     $     842         $     552    $         9       $        -      $ 28,132,536    $ 8,330,428     $ 22,590,083
- -----------------------------------------------------------------------------------------------------------------------------




    195,747         2,366            64,048            173            20,186       138,107,190  49,351,462      28,281,133
    204,400         2,372            62,423            172            23,678       134,346,562  45,853,994      26,801,043
- -----------------------------------------------------------------------------------------------------------------------------
     (8,653)           (6)            1,625              1            (3,492)        3,760,628   3,497,468       1,480,090
- -----------------------------------------------------------------------------------------------------------------------------


          4             -                29              -                 -        33,986,145   3,720,050      11,108,413
     19,896             3             5,724             29            10,664        45,119,935  33,986,146       3,720,050
- -----------------------------------------------------------------------------------------------------------------------------
     19,892             3             5,695             29            10,664        11,133,790  30,266,096      (7,388,363)
- -----------------------------------------------------------------------------------------------------------------------------

     11,239            (3)            7,320             30             7,172        14,894,418  33,763,564      (5,908,273)
- -----------------------------------------------------------------------------------------------------------------------------


  $  31,264     $     839         $   7,872    $        39       $     7,172     $ 43,026,954  $ 42,093,992    $ 16,681,810
=============================================================================================================================

</TABLE>



                                      F-15
<PAGE>   65
                                        Separate Account Three of
                           The Manufacturers Life Insurance Company of America

                                   Statements of Changes in Net Assets

<TABLE>
<CAPTION>

                                                 EMERGING GROWTH                        QUANTITATIVE EQUITY
                                                   SUB-ACCOUNT                              SUB-ACCOUNT
                                   -------------------------------------------------------------------------------------------------
                                    YEAR ENDED     YEAR ENDED      YEAR ENDED       YEAR ENDED     YEAR ENDED      YEAR ENDED
                                    DEC. 31/98     DEC. 31/97      DEC. 31/96       DEC. 31/98     DEC. 31/97      DEC. 31/96
                                   -------------------------------------------------------------------------------------------------
<S>                                <C>             <C>             <C>             <C>             <C>             <C>
FROM OPERATIONS
Net investment income              $    995,471    $         --    $  7,702,014    $  5,169,494    $         --    $  4,240,752
Net realized gain (loss)              1,245,244       1,198,803         569,439       1,617,119         973,358         246,141
Net unrealized appreciation
   (depreciation) of investments
   during the period                 (2,091,940)      8,384,375      (6,435,411)      3,915,612       7,935,295        (760,981)
                                   -------------------------------------------------------------------------------------------------
Net increase (decrease) in net
assets
   derived from operations              148,775       9,583,178       1,836,042      10,702,225       8,908,653       3,725,912
                                   -------------------------------------------------------------------------------------------------
FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums          12,733,443      16,038,468      22,504,630       7,242,095       7,834,132       9,633,477
   Transfer on death                         --              --              --              --              --              --
   Transfer on terminations          (6,445,689)     (6,450,838)     (4,593,540)     (3,997,775)     (4,132,053)     (2,214,864)
   Transfer on policy loans            (218,046)       (358,214)       (610,713)       (273,706)       (432,977)       (113,064)
   Net interfaced transfers           (5,805,034)     (6,440,946)        (11,484)     (1,628,360)        (60,101)      1,337,385
                                   -------------------------------------------------------------------------------------------------
                                        264,674       2,788,470      17,288,893       1,342,254       3,209,001       8,642,934
                                   -------------------------------------------------------------------------------------------------
Net increase (decrease) in net          413,449      12,371,648      19,124,935      12,044,479      12,117,654      12,368,846
assets

NET ASSETS

Beginning of year                    66,343,106      53,971,458      34,846,523      40,149,248      28,031,594      15,662,748
                                   -------------------------------------------------------------------------------------------------
End of year                        $ 66,756,555    $ 66,343,106    $ 53,971,458    $ 52,193,727    $ 40,149,248    $ 28,031,594
                                   =================================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-16
<PAGE>   66
<TABLE>
<CAPTION>
                                                                                                   CAPITAL GROWTH
          REAL ESTATE SECURITIES                            BALANCED                                    BOND
                SUB-ACCOUNT                                SUB-ACCOUNT                               SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
  YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED     YEAR ENDED     YEAR ENDED      YEAR ENDED     YEAR ENDED      YEAR ENDED
  DEC. 31/98     DEC. 31/97    DEC. 31/96    DEC. 31/98     DEC. 31/97     DEC. 31/96      DEC. 31/98     DEC. 31/97      DEC. 31/96
- ------------------------------------------------------------------------------------------------------------------------------------

<S>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>
$ 3,092,425    $        --    $ 2,776,056    $ 5,710,136    $        --    $ 4,478,042    $ 1,051,960    $        --    $   864,430
    381,699        236,228         28,370        686,522        619,554        162,529        351,921          9,280        (70,812)


 (7,717,257)     3,664,346      1,407,029       (293,599)     5,668,002     (1,735,335)       110,113      1,422,776       (376,969)
- ------------------------------------------------------------------------------------------------------------------------------------
 (4,243,133)     3,900,574      4,211,455      6,103,059      6,287,556      2,905,236      1,513,994      1,432,056        416,649
- ------------------------------------------------------------------------------------------------------------------------------------


  5,859,264      5,723,061      4,465,307      7,177,808      8,963,510     10,619,657      3,364,775      4,146,312      4,480,626
         --             --             --             --        (44,313)            --             --             --             --
 (2,117,340)    (2,219,786)    (1,347,117)    (4,188,769)    (3,729,355)    (2,563,981)    (1,655,470)    (1,575,696)    (1,205,581)
    (77,402)      (369,877)       (65,858)      (150,786)      (417,435)      (355,780)       (32,638)      (105,540)       (27,779)
 (2,327,888)     1,279,970        467,823       (534,390)    (2,581,258)      (394,561)      (584,488)       (81,587)       685,493
- ------------------------------------------------------------------------------------------------------------------------------------
  1,336,634      4,413,368      3,520,155      2,303,863      2,191,149      7,305,335      1,092,179      2,383,489      3,932,759
- ------------------------------------------------------------------------------------------------------------------------------------
 (2,906,499)     8,313,942      7,731,610      8,406,922      8,478,705     10,210,571      2,606,173      3,815,545      4,349,408


 25,603,002     17,289,060      9,557,450     41,823,014     33,344,309     23,133,738     18,639,105     14,823,560     10,474,152
- ------------------------------------------------------------------------------------------------------------------------------------
$22,696,503    $25,603,002    $17,289,060    $50,229,936    $41,823,014    $33,344,309    $21,245,278    $18,639,105    $14,823,560
====================================================================================================================================
</TABLE>




                                      F-17
<PAGE>   67
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                 MONEY MARKET                             INTERNATIONAL STOCK
                                                   SUB-ACCOUNT                                 SUB-ACCOUNT
                                        --------------------------------------------------------------------------------------------
                                          YEAR ENDED       YEAR ENDED    YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED
                                          DEC. 31/98       DEC. 31/97    DEC. 31/96      DEC. 31/98      DEC. 31/97      DEC. 31/96
                                        --------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>             <C>             <C>             <C>
FROM OPERATIONS
Net investment income                   $  1,481,440    $  1,159,280    $  1,505,315    $    313,529    $    209,753    $   248,736
Net realized gain (loss)                          --        (914,698)        408,810         674,744         123,497         38,857
Net unrealized appreciation
   (depreciation) of investments
   during the period                              --         914,725      (1,148,444)      1,511,476        (318,754)       350,788
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) in net
assets
   derived from operations                 1,481,440       1,159,307         765,681       2,499,749          14,496        638,381
                                        --------------------------------------------------------------------------------------------
FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums               22,297,227      33,859,872      23,926,029       4,538,425       5,795,630      4,320,339
   Transfer on death                              --              --              --              --              --             --
   Transfer on terminations               (3,358,411)     (2,797,321)     (2,399,186)     (1,187,826)     (1,224,478)      (555,702)
   Transfer on policy loans                 (384,658)       (282,014)        (34,484)        (59,954)       (106,208)       (31,389)
   Net interfund transfers               (17,755,116)    (20,937,650)    (16,858,040)       (574,437)      1,344,064      2,632,184
                                        --------------------------------------------------------------------------------------------
                                             799,042       9,842,887       4,634,319       2,716,208       5,809,008      6,365,432
                                        --------------------------------------------------------------------------------------------
Net increase (decrease) in net             2,280,482      11,002,194       5,400,000       5,215,957       5,823,504      7,003,813
assets

NET ASSETS

Beginning of year                         29,427,581      18,425,387      13,025,387      15,361,685       9,538,181      2,534,368
                                        --------------------------------------------------------------------------------------------
End of year                             $ 31,708,063    $ 29,427,581    $ 18,425,387    $ 20,577,642    $ 15,361,685    $ 9,538,181
                                        ============================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-18
<PAGE>   68
<TABLE>
<CAPTION>
 PACIFIC RIM EMERGING MARKETS SUB-
          ACCOUNT                                       EQUITY INDEX SUB-ACCOUNT                     EQUITY SUB-ACCOUNT
- ----------------------------------------------------------------------------------------------------------------------------
 YEAR ENDED     YEAR ENDED   YEAR ENDED   YEAR ENDED    YEAR ENDED   PERIOD ENDED*    YEAR ENDED   YEAR ENDED  PERIOD ENDED*
 DEC. 31/98     DEC. 31/97   DEC. 31/96   DEC. 31/98   DEC. 31/97     DEC. 31/96      DEC. 31/98   DEC. 31/97    DEC. 31/96
- ----------------------------------------------------------------------------------------------------------------------------
<S>            <C>           <C>          <C>          <C>          <C>              <C>          <C>          <C>
$        -     $    12,667   $   239,201  $ 1,392,501  $ 2,468,634  $   449,782      $ 3,871,537  $ 2,150,334  $    26,181
 (2,620,543)       (15,619)       69,350      603,079      453,450       16,420         (152,838)       1,786       (2,175)


  2,542,198     (2,188,130)      (21,043)   5,782,122      534,946      (46,898)      (1,767,849)     241,741      495,686
- ----------------------------------------------------------------------------------------------------------------------------
    (78,345)    (2,191,082)      287,508    7,777,702    3,457,030      419,304        1,950,850    2,393,861      519,692
- ----------------------------------------------------------------------------------------------------------------------------


  1,563,148      2,059,145     2,541,885   12,850,700    7,852,789    5,327,031        5,682,311    7,868,634    4,931,946
          -              -             -            -            -            -                -            -            -
   (436,588)      (620,211)     (354,050)  (2,024,088)    (781,683)    (136,828)      (1,536,387)  (1,054,893)    (260,549)
    (15,173)       (58,638)      (25,816)    (475,140)    (721,710)           -          (34,034)     (45,576)     (65,890)
    229,348       (630,778)    1,682,204    6,006,985    3,377,661      876,961           19,738      778,412    3,345,171
- ----------------------------------------------------------------------------------------------------------------------------
  1,340,735        749,518     3,844,223   16,358,457    9,727,057    6,067,164        4,131,628    7,546,577    7,950,678
- ----------------------------------------------------------------------------------------------------------------------------
  1,262,390     (1,441,564)    4,131,731   24,136,159   13,184,087    6,486,468        6,082,478    9,940,438    8,470,370


  4,357,924      5,799,488     1,667,757   19,670,555    6,486,468            -       18,410,808    8,470,370            -
- ----------------------------------------------------------------------------------------------------------------------------
$ 5,620,314    $ 4,357,924   $ 5,799,488  $43,806,714  $19,670,555  $ 6,486,468      $24,493,286  $18,410,808  $ 8,470,370
============================================================================================================================
</TABLE>



                                      F-19
<PAGE>   69
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)


<TABLE>
<CAPTION>

                                                  VALUE EQUITY                             GROWTH AND INCOME
                                                   SUB-ACCOUNT                                SUB-ACCOUNT
                                         -------------------------------------------------------------------------------------------
                                           YEAR ENDED      YEAR ENDED    PERIOD ENDED*   YEAR ENDED     YEAR ENDED     PERIOD ENDED*
                                           DEC. 31/98      DEC. 31/97     DEC. 31/96     DEC. 31/98      DEC. 31/97      DEC. 31/96
                                         -------------------------------------------------------------------------------------------
<S>                                      <C>             <C>             <C>            <C>             <C>            <C>
FROM OPERATIONS
Net investment income                    $    976,745    $  1,127,557    $     8,790    $  1,500,080    $    556,761    $     1,952
Net realized gain (loss)                      287,480         180,373         21,325         800,716         586,565          5,162
Net unrealized appreciation
   (depreciation) of investments
   during the period                          218,367       1,549,982        364,883       3,851,331       2,105,562        405,558
                                         -------------------------------------------------------------------------------------------
Net increase (decrease) in net
assets
   derived from operations                  1,482,592       2,857,912        394,998       6,152,127       3,248,888        412,672
                                         -------------------------------------------------------------------------------------------
FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums                 3,243,426       4,090,507      3,266,118       6,862,398       7,079,242      2,527,210
   Transfer on death                               --              --             --              --              --             --
   Transfer on terminations                (1,437,923)       (793,110)      (147,201)     (1,576,405)       (910,308)       (98,012)
   Transfer on policy loans                   (98,668)        (69,774)       (36,263)        (46,701)        (76,204)       (13,676)
   Net interfund transfers                    563,898       3,108,426      2,150,892       2,330,998       4,479,340      2,756,146
                                         -------------------------------------------------------------------------------------------
                                            2,270,733       6,336,049      5,233,546       7,570,290      10,572,070      5,171,668
                                         -------------------------------------------------------------------------------------------
Net increase (decrease) in net              3,753,325       9,193,961      5,628,544      13,722,417      13,820,958      5,584,340
assets

NET ASSETS
Beginning of year                          14,822,505       5,628,544             --      19,405,298       5,584,340             --
                                         -------------------------------------------------------------------------------------------
End of year                              $ 18,575,830    $ 14,822,505    $ 5,628,544    $ 33,127,715    $ 19,405,298    $ 5,584,340
                                         ===========================================================================================

</TABLE>


*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-20
<PAGE>   70
<TABLE>
<CAPTION>

              U.S. GOVERNMENT                           CONSERVATIVE ASSET                           MODERATE ASSET
                SECURITIES                                  ALLOCATION                                 ALLOCATION
                SUB-ACCOUNT                                SUB-ACCOUNT                                SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
  YEAR ENDED    YEAR ENDED   PERIOD ENDED*   YEAR ENDED   YEAR ENDED    PERIOD ENDED*  YEAR ENDED    YEAR ENDED   PERIOD ENDED*
  DEC. 31/98    DEC. 31/97    DEC. 31/96     DEC. 31/98   DEC. 31/97     DEC. 31/96    DEC. 31/98   DEC. 31/97      DEC. 31/96
- ------------------------------------------------------------------------------------------------------------------------------------

<S>            <C>          <C>             <C>          <C>           <C>             <C>          <C>          <C>
$   109,401    $   123,037  $    26,995     $    72,830  $    42,335   $     8,660     $   247,923  $    83,798  $     2,105
     31,818         (1,538)      (8,854)          4,682        7,770        (1,064)         10,961        5,558         (185)


     39,816         28,149       38,928           7,436       10,974         6,566          81,935       77,202       23,967
- ------------------------------------------------------------------------------------------------------------------------------------
    181,035        149,648       57,069          84,948       61,079        14,162         340,819      166,558       25,887
- ------------------------------------------------------------------------------------------------------------------------------------


    664,545        745,345      757,201         176,976      334,314       143,807         895,345      692,412      348,167
          -              -            -               -            -             -               -            -            -
   (154,411)      (221,531)     (35,748)        (52,005)     (34,376)      (33,413)       (208,435)    (104,738)     (25,611)
    (32,573)       (50,875)     (30,576)              -            -             -          (7,332)        (346)           -
    423,298        (76,765)     929,361          46,253      (37,686)      246,043         230,395      588,790      183,575
- ------------------------------------------------------------------------------------------------------------------------------------
    900,859        396,174    1,620,238         171,224      262,252       356,437         909,973    1,176,118      506,131
- ------------------------------------------------------------------------------------------------------------------------------------
  1,081,894        545,822    1,677,307         256,172      323,331       370,599       1,250,792    1,342,676      532,018


  2,223,129      1,677,307            -         693,930      370,599             -       1,874,694      532,018            -
- ------------------------------------------------------------------------------------------------------------------------------------
$ 3,305,023    $ 2,223,129  $ 1,677,307     $   950,102  $   693,930   $   370,599     $ 3,125,486  $ 1,874,694  $   532,018
====================================================================================================================================
</TABLE>




                                      F-21
<PAGE>   71
                                        Separate Account Three of
                           The Manufacturers Life Insurance Company of America

                             Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>

                                          AGGRESSIVE ASSET ALLOCATION         INTERNATIONAL SMALL CAP       BLUE CHIP GROWTH
                                                   SUB-ACCOUNT                       SUB-ACCOUNT                SUB-ACCOUNT
                                  --------------------------------------------------------------------------------------------------
                                    YEAR ENDED   YEAR ENDED    PERIOD ENDED*   YEAR ENDED   YEAR ENDED     YEAR ENDED     YEAR ENDED
                                    DEC. 31/98   DEC. 31/97     DEC. 31/96     DEC. 31/98   DEC. 31/97     DEC. 31/98     DEC. 31/97
                                  --------------------------------------------------------------------------------------------------
<S>                               <C>           <C>           <C>            <C>           <C>           <C>            <C>
FROM OPERATIONS
Net investment income             $   312,103   $   140,784   $    11,072    $     5,687   $       212   $     98,459   $   104,304
Net realized gain (loss)               29,565        22,261        (3,223)       (30,291)        3,009        137,311        (6,796)
Net unrealized appreciation
   (depreciation) of investments
   during the period                  179,177       121,408        43,313        240,125       (39,080)     1,520,566       239,382
                                  --------------------------------------------------------------------------------------------------
Net increase (decrease) in net
   assets derived from operations     520,845       284,453        51,162        215,521       (35,859)     1,756,336       336,890
                                  --------------------------------------------------------------------------------------------------
FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums           953,535     1,008,793       387,073        923,655       609,617      3,950,204     1,748,929
   Transfer on death                       --            --            --             --            --             --            --
   Transfer on terminations          (257,332)     (143,026)      (58,999)       (94,819)      (48,039)      (422,824)     (152,046)
   Transfer on policy loans            (9,000)       (2,986)           --        (11,877)       (2,873)       (27,578)       (5,593)
   Net interfund transfers            193,464       263,513       434,224        258,711       879,398      1,683,424     1,850,202
                                  --------------------------------------------------------------------------------------------------
                                      880,667     1,126,294       762,298      1,075,670     1,438,103      5,183,226     3,441,492
                                  --------------------------------------------------------------------------------------------------
Net increase (decrease) in net      1,401,512     1,410,747       813,460      1,291,191     1,402,244      6,939,562     3,778,382
assets

NET ASSETS

Beginning of year                   2,224,207       813,460            --      1,402,244            --      3,778,382            --
                                  --------------------------------------------------------------------------------------------------
End of year                       $ 3,625,719   $ 2,224,207   $   813,460    $ 2,693,435   $ 1,402,244   $ 10,717,944   $ 3,778,382
====================================================================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-22
<PAGE>   72
<TABLE>
<CAPTION>

       SCIENCE &TECHNOLOGY             PILGRAM BAXTER GROWTH                                              WORLDWIDE GROWTH
           SUB-ACCOUNT                      SUB-ACCOUNT              SMALL/MID CAP SUB-ACCOUNT              SUB-ACCOUNT
- --------------------------------------------------------------------------------------------------------------------------------
   YEAR ENDED     PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**
   DEC. 31/98      DEC. 31/97       DEC. 31/98      DEC. 31/97      DEC. 31/98      DEC. 31/97      DEC. 31/98     DEC. 31/97
- --------------------------------------------------------------------------------------------------------------------------------
<S>              <C>              <C>             <C>             <C>             <C>             <C>            <C>
$        -       $    16,815      $        -      $          -    $        -      $          -    $     5,574    $       2,704
   (371,868)         (19,778)         (17,790)            1,700        39,039             8,946        14,712            1,782


  1,522,473          (62,465)          93,900           (18,510)      834,458            (4,182)       18,500           (4,391)
- --------------------------------------------------------------------------------------------------------------------------------
  1,150,605          (65,428)          76,110           (16,810)      873,497             4,764        38,786               95
- --------------------------------------------------------------------------------------------------------------------------------

  1,150,664          361,963          515,555           141,492     1,769,196           757,544       396,653          143,932
          -                -                -                 -             -                 -             -                -
    (90,696)         (21,603)         (58,953)           (7,886)     (173,727)          (32,683)      (41,648)          (4,603)
    (13,553)            (904)         (11,158)                -        (9,934)             (269)       (6,172)          (1,290)
  1,674,262          791,001          520,806           444,653     1,932,598           742,521       377,034          177,277
- --------------------------------------------------------------------------------------------------------------------------------
  2,720,677        1,130,457          966,250           578,259     3,518,133         1,467,113       725,867          315,316
- --------------------------------------------------------------------------------------------------------------------------------
  3,871,282        1,065,029        1,042,360           561,449     4,391,630         1,471,877       764,653          315,411


  1,065,029                -          561,449                 -     1,471,877                 -       315,411                -
- --------------------------------------------------------------------------------------------------------------------------------
$ 4,936,311      $ 1,065,029      $ 1,603,809     $     561,449   $ 5,863,507     $   1,471,877   $ 1,080,064    $     315,411
================================================================================================================================
</TABLE>





                                      F-23
<PAGE>   73
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>

                                    GLOBAL EQUITY SUB-ACCOUNT          GROWTH SUB-ACCOUNT             VALUE SUB-ACCOUNT
                                    YEAR ENDED   PERIOD ENDED**   YEAR ENDED    PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**
                                   -------------------------------------------------------------------------------------------------
                                    DEC. 31/98     DEC. 31/97      DEC. 31/98     DEC. 31/97      DEC. 31/98     DEC. 31/97
                                   -------------------------------------------------------------------------------------------------
<S>                                <C>          <C>               <C>            <C>              <C>            <C>
FROM OPERATIONS
Net investment income              $   167,578  $        -        $ 95,683       $      -          $ 117,791     $  33,133
Net realized gain (loss)               (35,168)         373           123,525        1,107            22,516         2,781
Net unrealized appreciation
   (depreciation) of investments
   during the period                   214,456       32,115           466,535       15,489          (229,473)      (20,774)
                                   -------------------------------------------------------------------------------------------------
Net increase (decrease) in net
assets
   derived from operations             346,866       32,488           685,743       16,596           (89,166)       15,140
                                   -------------------------------------------------------------------------------------------------
FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums          1,830,508      697,468         3,294,658      470,000         1,600,753       346,369
   Transfer on death                         -            -                 -            -                 -             -
   Transfer on terminations           (146,797)     (22,616)         (107,258)     (29,691)         (117,194)      (21,998)
   Transfer on policy loans             (6,447)        (283)          (38,221)      (2,329)          (12,965)       (1,030)
   Net interfund transfers             750,096      761,527         1,662,737      794,709         1,104,824       742,495
                                   -------------------------------------------------------------------------------------------------
                                     2,427,360    1,436,096         4,811,916    1,232,689         2,575,418     1,065,836
                                   -------------------------------------------------------------------------------------------------
Net increase (decrease) in net       2,774,226    1,468,584         5,497,659    1,249,285         2,486,252     1,080,976
assets
                                   -------------------------------------------------------------------------------------------------
NET ASSETS
Beginning of year                    1,468,584            -         1,249,285            -         1,080,976             -
                                   -------------------------------------------------------------------------------------------------
End of year                        $ 4,242,810  $ 1,468,584       $ 6,746,944    $1,249,285        $3,567,228    $1,089,976
                                   =================================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes.




                                      F-24
<PAGE>   74
<TABLE>
<CAPTION>

 INTERNATIONAL GROWTH AND INCOME                                                                 GLOBAL GOVERNMENT BOND
           SUB-ACCOUNT               HIGH YIELD SUB-ACCOUNT      STRATEGIC BOND SUB-ACCOUNT            SUB-ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------
  YEAR ENDED    PERIOD ENDED**   YEAR ENDED   PERIOD ENDED**    YEAR ENDED   PERIOD ENDED**    YEAR ENDED   PERIOD ENDED**
  DEC. 31/98     DEC. 31/97      DEC. 31/98     DEC. 31/97      DEC. 31/98     DEC. 31/97      DEC. 31/98    DEC. 31/97
- ------------------------------------------------------------------------------------------------------------------------------
<S>             <C>              <C>          <C>               <C>          <C>               <C>          <C>
  $  51,082      $      -         $ 151,912    $  39,931         $  86,088    $      -          $  27,334    $      -
     (4,342)           187           (7,914)       7,882           (17,942)         703            (8,230)          75


     86,563        (39,257)         (95,871)     (13,453)          (70,640)      10,709             2,498        3,801
- ------------------------------------------------------------------------------------------------------------------------------
    133,303        (39,070)          48,127       34,360            (2,494)      11,412            21,602        3,876
- ------------------------------------------------------------------------------------------------------------------------------


    515,640        744,217          943,552      276,881         1,272,907      273,501           143,923       58,746
          -              -                -            -                 -            -                 -            -
    (50,349)        (9,912)        (111,555)     (31,310)         (103,790)     (11,295)          (17,835)      (2,335)
     (2,253)             -           (7,304)      (6,696)          (10,279)        (504)           (6,107)           -
     23,545         90,093          158,145      797,757         1,091,881      380,876           277,425      161,473
- ------------------------------------------------------------------------------------------------------------------------------
    486,583        824,398          982,838    1,036,632         2,250,719      642,578           397,406      217,884
- ------------------------------------------------------------------------------------------------------------------------------
    619,886        785,328        1,030,965    1,070,992         2,248,225      653,990           419,008      221,760


    785,328              -        1,070,992            -           653,990            -           221,760            -
- ------------------------------------------------------------------------------------------------------------------------------
  $1,405,214     $ 785,328        $2,101,957   $1,070,992        $2,902,215   $ 653,990         $ 640,768    $ 221,760

==============================================================================================================================
</TABLE>



                                      F-25
<PAGE>   75
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                       INVESTMENT QUALITY BOND        LIFESTYLE AGGRESSIVE 1000    LIFESTYLE GROWTH 820 SUB-ACCOUNT
                                             SUB-ACCOUNT                     SUB-ACCOUNT
                                     -----------------------------------------------------------------------------------------------
                                     YEAR ENDED   PERIOD ENDED**    YEAR ENDED    PERIOD ENDED**     YEAR ENDED    PERIOD ENDED**
                                     DEC. 31/98     DEC. 31/97      DEC. 31/98      DEC. 31/97       DEC. 31/98      DEC. 31/97
                                     -----------------------------------------------------------------------------------------------
<S>                                 <C>            <C>             <C>             <C>             <C>            <C>
FROM OPERATIONS
Net investment income               $ 20,278       $        -      $ 168,006       $     4,916     $ 629,682      $ 36,584
Net realized gain (loss)                  6,554            136          (9,962)            841          (19,242)           3,060
Net unrealized appreciation
   (depreciation) of investments
   during the period                     27,852          6,089         (56,069)        (11,049)         115,020          (24,740)
                                     -----------------------------------------------------------------------------------------------
Net increase (decrease) in net
assets
   derived from operations               54,684          6,225         101,975          (5,292)         725,460           14,904
                                     -----------------------------------------------------------------------------------------------
FROM CAPITAL TRANSACTIONS
Additions (deductions) from:
   Transfer of net premiums             443,446         75,411       1,299,712         421,769        7,009,770        2,011,046
   Transfer on death                          -              -               -               -                -                -
   Transfer on terminations             (45,715)        (3,321)       (258,375)        (47,502)        (827,050)         (85,509)
   Transfer on policy loans             (46,096)             -         (26,714)         (3,766)        (176,891)            (826)
   Net interfund transfers              762,855        182,692         316,522       2,063,763        3,867,109        3,319,383
                                     -----------------------------------------------------------------------------------------------
                                      1,114,490        254,782       1,331,145       2,434,264        9,872,938        5,244,094
                                     -----------------------------------------------------------------------------------------------
Net increase (decrease) in net        1,169,174        261,007       1,433,120       2,428,972       10,598,398        5,258,998
assets

NET ASSETS
Beginning of year                       261,007              -       2,428,972               -        5,258,998                -
                                     -----------------------------------------------------------------------------------------------
End of year                         $ 1,430,181    $   261,007     $ 3,862,092     $ 2,428,972     $ 15,857,396   $ 5,258,998
                                    ================================================================================================
</TABLE>

*    Reflects the period from commencement of operations February 14, 1996
     through December 31, 1996

**   Reflects the period from commencement of operations May 1, 1997 through
     December 31, 1997

***  Reflects the period from commencement of operations May 1, 1998 through
     December 31, 1998

See accompanying notes




                                      F-26
<PAGE>   76
<TABLE>
<CAPTION>
                                                                                     SMALL COMPANY
   LIFESTYLE BALANCED 640      LIFESTYLE MODERATE 460    LIFESTYLE CONSERVATIVE 280   VALUE TRUST
        SUB-ACCOUNT                  SUB-ACCOUNT                 SUB-ACCOUNT          SUB-ACCOUNT
- ----------------------------------------------------------------------------------------------------------
 YEAR ENDED    PERIOD ENDED**  YEAR ENDED    PERIOD ENDED**   YEAR ENDED   PERIOD ENDED**  PERIOD ENDED***
 DEC. 31/98    DEC. 31/97      DEC. 31/98     DEC. 31/97      DEC. 31/98    DEC. 31/97      DEC. 31/98
- ----------------------------------------------------------------------------------------------------------
<S>            <C>            <C>            <C>            <C>            <C>            <C>

$   189,230    $    16,038    $    20,025    $       842    $       552    $         9    $        --
     (1,929)         4,837         (8,653)            (6)         1,625              1         (3,492)


     37,708         43,781         19,892              3          5,695             29         10,664
- ----------------------------------------------------------------------------------------------------------
    225,009         64,656         31,264            839          7,872             39          7,172
- ----------------------------------------------------------------------------------------------------------


  2,223,707        568,684        287,313         92,570         35,078            150        183,290
         --             --             --             --             --             --             --
   (520,437)      (122,871)       (25,583)        (2,513)        (3,934)          (224)        (6,126)
    (28,495)            --             --             --             --             --             --
  1,672,788      1,613,028        282,970         11,484         67,660          1,376        182,269
- ----------------------------------------------------------------------------------------------------------
  3,347,563      2,058,841        544,700        101,541         98,804          1,302        359,433
- ----------------------------------------------------------------------------------------------------------
  3,572,572      2,123,497        575,964        102,380        106,676          1,341        366,605


  2,123,497             --        102,380             --          1,341             --             --
- ----------------------------------------------------------------------------------------------------------
$ 5,696,069    $ 2,123,497    $   678,344    $   102,380    $   108,017    $     1,341    $   366,605
==========================================================================================================
</TABLE>



<TABLE>
<CAPTION>
                       TOTAL
 -----------------------------------------------
  YEAR ENDED        YEAR ENDED      YEAR ENDED
  DEC. 31/98        DEC. 31/97      DEC. 31/96
 -----------------------------------------------
<S>              <C>              <C>
$  28,132,536    $   8,330,428    $  22,590,083
    3,760,628        3,497,468        1,480,090


   11,133,790       30,266,096       (7,388,363)
- ------------------------------------------------
   43,026,954       42,093,992       16,681,810
- ------------------------------------------------


  125,895,605      123,892,455      100,180,503
           --          (44,313)              --
  (33,859,519)     (27,451,360)     (16,030,382)
   (2,357,855)      (1,411,288)
     (497,675)         179,113          463,377
- ------------------------------------------------
   89,180,556       93,451,158       83,202,210
- ------------------------------------------------
  132,207,510      135,545,150       99,884,020


  346,331,293      210,786,143      110,902,123
- ------------------------------------------------
$ 478,538,803    $ 346,331,293    $ 210,786,143
================================================
</TABLE>




                                      F-27
<PAGE>   77
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                          Notes to Financial Statements

                                December 31, 1998



1. ORGANIZATION

Separate Account Three of The Manufacturers Life Insurance Company of America
(the "Separate Account") is a unit investment trust registered under the
Investment Company Act of 1940, as amended. The Separate Account is comprised of
investment sub-accounts available for allocation of net premiums under single
premium variable life and variable universal life insurance policies (the
"Policies") issued by The Manufacturers Life Insurance Company of America
("Manufacturers Life of America"). The Separate Account was established by
Manufacturers Life of America, a life insurance company organized in 1983 under
Michigan law. Manufacturers Life of America is an indirect, wholly-owned
subsidiary of The Manufacturers Life Insurance Company ("Manulife Financial"), a
Canadian mutual life insurance company. Each investment sub-account invests
solely in shares of a particular Manufacturers Investment Trust. Manufacturers
Investment Trust is registered under the Investment Company Act of 1940 as an
open-end management investment company.

The Equity Index Fund, Equity, Value Equity, Growth and Income, U.S. Government
Securities, Conservative Asset Allocation, Moderate Asset Allocation, and
Aggressive Asset Allocation Trusts were added to the Separate Account on
February 14, 1996 as investment options for variable universal life policy
holders of Manufacturers Life of America.

The International Small Cap and Blue Chip Growth Trusts was added to the
Separate Account on January 1, 1997 as investment options for variable universal
life policy holders of Manufacturers Life of America. The Science & Technology,
Pilgram Baxter Growth, Small/Mid Cap, Worldwide Growth, Global Equity, Growth,
Value, International Growth and Income, High Yield, Strategic Bond, Global
Government Bond, Investment Quality Bond, Lifestyle Aggressive 1000, Lifestyle
Growth 820, Lifestyle Balanced 640, Lifestyle Moderate 460, and Lifestyle
Conservative 280 Trusts were added to the Separate Account on May 1, 1997 as
investment options for variable universal life policy holders of Manufacturers
Life of America. The Small Company Value Trust was added to the Separate Account
on May 1, 1998.




                                      F-28
<PAGE>   78
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                    Notes to Financial Statements (continued)


1. ORGANIZATION (CONTINUED)

Manufacturers Life of America is the legal owner of the Separate Account.
Manufacturers Life of America is required to maintain assets in the Separate
Account with a total market value at least equal to the reserves and other
liabilities relating to the 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 policies are general corporate obligations of
Manufacturers Life of America.

Additional assets are held in Manufacturers Life of America's general account to
cover the contingency that the guaranteed minimum death benefit might exceed the
death benefit which would have been payable in the absence of such guarantee.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the
Separate Account in preparation of its financial statements:

a.   Valuation of Investments - Investments are made among thirty-six Trusts of
     Manufacturers Investment Trust and are valued at the reported net asset
     values of these Trusts. Transactions are recorded on the trade date. Net
     investment income and net realized gains on investments in Manufacturers
     Investment Trust are reinvested.

b.   Realized gains and losses on the sale of investments are computed on the
     first-in, first-out basis.

c.   Dividend income is recorded on the ex-dividend date.

d.   Federal Income Taxes - Manufacturers Life of America, the Separate
     Account's sponsor, is taxed as a "life insurance company" under the
     Internal Revenue Code. Under these provisions of the Code, the operations
     of the Separate Account form part of the sponsor's total operations and are
     not taxed separately.

The current year's operations of the Separate Account are not expected to affect
the sponsor's tax liabilities and, accordingly, no charges were made against the
Separate Account for federal, state and local taxes. However, in the future,
should the sponsor incur significant tax liabilities related to the Separate
Account's operations, it intends to make a charge or establish a provision
within the Separate Account for such taxes.




                                      F-29
<PAGE>   79
                            Separate Account Three of
               The Manufacturers Life Insurance Company of America

                    Notes to Financial Statements (continued)



2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

3. PREMIUM DEDUCTIONS

Manufacturers Life of America deducts certain charges for state, local, and
federal taxes from the gross premium before placing the remaining net premiums
in the sub-accounts.

4. PURCHASES AND SALES OF MANUFACTURERS INVESTMENT TRUST SHARES

Purchases and sales of the shares of common stock of Manufacturers Investment
Trust for the year ended December 31, 1998 were $255,373,727 and $138,107,190,
respectively, and for the year ended December 31, 1997 were $152,223,137 and
$49,351,462, respectively.

5. RELATED PARTY TRANSACTIONS

ManEquity, Inc., a registered broker-dealer and indirect wholly-owned subsidiary
of Manulife Financial, acts as the principal underwriter of the Policies
pursuant to a Distribution Agreement with Manufacturers Life of America.
Registered representatives of either ManEquity, Inc. or other broker-dealers
having distribution agreements with ManEquity, Inc. who are also authorized as
variable life insurance agents under applicable state insurance laws, sell the
Policies. Registered representatives are compensated on a commission basis.

Manufacturers Life of America has a formal service agreement with its
affiliates, Manulife Financial and The Manufacturers Life Insurance Company
(U.S.A.), which can be terminated by either party upon two months notice. Under
this Agreement, Manufacturers Life of America pays for legal, actuarial,
investment and certain other administrative services.






                                      F-30
<PAGE>   80
                        CONSOLIDATED FINANCIAL STATEMENTS
                        THE MANUFACTURERS LIFE INSURANCE
                               COMPANY OF AMERICA

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                       WITH REPORT OF INDEPENDENT AUDITORS

                                    CONTENTS



Report of Independent Auditors..................................................
Audited Consolidated Financial Statements.......................................
     Consolidated Balance Sheets................................................
     Consolidated Statements of Income..........................................
     Consolidated Statements of Changes in Capital And Surplus..................
     Consolidated Statements of Cash Flows......................................
Notes to Consolidated Financial Statements......................................


                                      F-31
<PAGE>   81
                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
The Manufacturers Life Insurance Company of America


We have audited the accompanying consolidated balance sheets of The
Manufacturers Life Insurance Company of America as of December 31, 1998 and
1997, and the related consolidated statements of income, changes in capital and
surplus and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Manufacturers
Life Insurance Company of America at December 31, 1998 and 1997, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 1998 in conformity with generally
accepted accounting principles.



Philadelphia, Pennsylvania
March 15, 1999                                                 Ernst & Young LLP


                                      F-32
<PAGE>   82
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
As at December 31 ($  thousands)
ASSETS                                                                                      1998                 1997
INVESTMENTS:
<S>                                                                                   <C>                      <C>
Securities available-for-sale, at fair value: (note 3)
   Fixed maturity (amortized cost: 1998 $45,248; 1997 $66,565)                        $   49,254               $   67,893
   Equity (cost: 1998 $ 19,219;  1997 $20,153)                                            20,524                   19,460
Short-term investments                                                                       459                    2,130
Policy loans                                                                              19,320                   14,673
TOTAL INVESTMENTS                                                                     $   89,557               $  104,156
Cash and cash equivalents                                                             $   23,789               $   19,882
Deferred acquisition costs (note 5)                                                      163,506                  130,355
Income taxes recoverable                                                                   2,665                    5,679
Other assets                                                                               9,062                    9,495
Separate account assets                                                                1,075,231                  897,044
- ------------------------------------------------------------------------- ------------------------ -----------------------
TOTAL ASSETS                                                                          $1,363,810               $1,166,611
- ------------------------------------------------------------------------- ------------------------ -----------------------
LIABILITIES, CAPITAL AND SURPLUS                                                           1998                 1997
- ------------------------------------------------------------------------ ------------------------ ------------------------
LIABILITIES:
Policyholder liabilities and accruals                                                 $   60,830               $   94,477
Notes payable (note 7)                                                                         -                   41,500
Due to affiliates                                                                          5,133                   13,943
Deferred income taxes (note 6)                                                               763                    1,174
Other liabilities                                                                         18,656                   11,704
Separate account liabilities                                                           1,075,231                  897,044
TOTAL LIABILITIES                                                                     $1,160,613               $1,059,842
- ------------------------------------------------------------------------- ------------------------ -----------------------
CAPITAL AND SURPLUS:
Common shares (note 8)                                                                $    4,502               $    4,502
Preferred shares (note 8)                                                                 10,500                   10,500
Contributed surplus                                                                      193,096                   98,569
Retained earnings (deficit)                                                               (2,664)                  (1,910)
Accumulated other comprehensive income (loss)                                             (2,237)                  (4,892)
TOTAL CAPITAL AND SURPLUS                                                             $  203,197               $  106,769
TOTAL LIABILITIES, CAPITAL AND SURPLUS                                                $1,363,810               $1,166,611
- ------------------------------------------------------------------------- ------------------------ -----------------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-33
<PAGE>   83
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ thousands)                                                                      1998           1997          1996
- --------------------------------------------------------------------------- ------------ -------------- -------------
<S>                                                                            <C>            <C>          <C>
REVENUE:
     Premiums                                                                    $9,290         $8,607       $12,898
     Consideration paid on reinsurance terminated (note 10)                    (40,975)              -             -
     Fee income                                                                  54,547         38,682        40,434
     Net investment income (note 3)                                               6,128          8,275        19,651
     Realized investment gains (losses)                                           (206)            118         (119)
     Other                                                                        1,082            544           668
- --------------------------------------------------------------------------- ------------ -------------- -------------
TOTAL REVENUE                                                                   $29,866        $56,226       $73,532
- --------------------------------------------------------------------------- ------------ -------------- -------------

BENEFITS AND EXPENSES:
     Policyholder benefits and claims                                           $16,541         $6,733       $14,473
     Reduction of reserves on reinsurance terminated (note 10)                 (40,975)              -             -
     Operating costs and expenses                                                41,676         41,742        34,581
     Commissions                                                                  2,561          2,838        10,431
     Amortization of deferred acquisition costs (note 5)                          9,266          4,860        13,240
     Interest expense                                                             1,722          2,750        12,251
     Policyholder dividends                                                         221          1,416           872
- --------------------------------------------------------------------------- ------------ -------------- -------------
TOTAL BENEFITS AND EXPENSES                                                      31,012         60,339        85,848
- --------------------------------------------------------------------------- ------------ -------------- -------------
LOSS BEFORE INCOME TAXES                                                        (1,146)        (4,113)      (12,316)
- --------------------------------------------------------------------------- ------------ -------------- -------------
INCOME TAX BENEFIT (NOTE 6)                                                         392            477         3,909
- --------------------------------------------------------------------------- ------------ -------------- -------------
NET LOSS                                                                        $ (754)      $ (3,636)     $ (8,407)
- --------------------------------------------------------------------------- ------------ -------------- -------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-34
<PAGE>   84
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS

<TABLE>
<CAPTION>
                                                                                        ACCUMULATED
                                                                          RETAINED         OTHER          TOTAL
  FOR THE YEARS ENDED DECEMBER 31            CAPITAL     CONTRIBUTED      EARNINGS     COMPREHENSIVE   CAPITAL AND
  ($ thousands)                               STOCK        SURPLUS        (DEFICIT)    INCOME (LOSS)     SURPLUS
  -------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>            <C>           <C>            <C>
  Balance at January 1, 1996                  $15,002       $ 83,569       $10,133       $  1,816       $  110,520
  Issuance of shares                               -          15,000            -              -            15,000
  Comprehensive income (loss) (note 2)             -            -           (8,407)          (483)          (8,890)
  -------------------------------------------------------------------------------------------------------------------
  BALANCE, DECEMBER 31, 1996                  $15,002       $ 98,569       $ 1,726       $  1,333       $  116,630
  Comprehensive income (loss) (note 2)             -            -           (3,636)        (6,225)          (9,861)
  -------------------------------------------------------------------------------------------------------------------
  BALANCE, DECEMBER 31, 1997                  $15,002       $ 98,569       $(1,910)      $ (4,892)      $  106,769
  Capital contribution (note 8)                    -          94,527             -              -           94,527
  Comprehensive income (loss) (note 2)             -               -          (754)         2,655            1,901
  -------------------------------------------------------------------------------------------------------------------
  BALANCE, DECEMBER 31, 1998                  $15,002       $193,096       $(2,664)      $ (2,237)      $  203,197
  -------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-35
<PAGE>   85
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
($ thousands)                                                                         1998            1997        1996
- ---------------------------------------------------------------------------- --------------- -------------- ------------
<S>                                                                            <C>             <C>            <C>
OPERATING ACTIVITIES:
Net Loss                                                                       $      (754)     $  (3,636)    $ (8,407)
Adjustments to reconcile net loss to net cash used in operating activities:
     Additions (deductions)  to policy liabilities and accruals                    (36,217)        (2,147)       3,287
     Deferred acquisition costs                                                    (43,065)       (33,544)    (36,024)
     Amortization of deferred acquisition costs                                       9,266          4,860      13,240
     Realized (gains) losses on investments                                             206          (118)         119
     Decreases (increases) to deferred  income taxes                                (1,796)          2,730         777
     Other                                                                            3,067          7,144       6,540
- ---------------------------------------------------------------------------- --------------- -------------- ------------
Net cash used in operating activities                                          $  (69,293)     $  (24,711)    $(20,468)
- ---------------------------------------------------------------------------- --------------- -------------- ------------
INVESTING ACTIVITIES:
Fixed maturity securities sold                                                   $  27,852     $    73,772    $120,234
Fixed maturity securities purchased                                                 (6,429)       (89,763)   (108,401)
Equity securities sold                                                                8,555         10,586      25,505
Equity securities purchased                                                         (8,082)       (11,289)    (22,203)
Mortgage loans repaid                                                                     -            514       6,669
Net change in short-term investments                                                  1,671          4,558     (2,992)
Net policy loans advanced                                                           (4,647)        (4,851)     (2,867)
Guaranteed annuity contracts                                                              -        171,691    (16,356)
- ---------------------------------------------------------------------------- --------------- -------------- ------------
Cash provided by investing activities                                          $    18,920     $   155,218    $  2,581
- ---------------------------------------------------------------------------- --------------- -------------- ------------
FINANCING ACTIVITIES:
Receipts from variable life and annuity policies
     credited to policyholder account balances                                 $     7,981     $     7,582    $  5,493
Withdrawals of policyholder account balances on
     variable life and annuity policies                                             (5,410)        (3,252)     (2,994)
Bonds payable repaid                                                                      -      (158,760)            -
Issuance of shares                                                                        -              -      15,000
Issuance of promissory note                                                               -         33,000           -
Capital Contribution                                                                 51,709              -           -
- ---------------------------------------------------------------------------- --------------- -------------- ------------
Cash provided by (used in) financing activities                                $    54,280     $ (121,430)    $ 17,499
- ---------------------------------------------------------------------------- --------------- -------------- ------------
CASH AND CASH EQUIVALENTS:
Increase (decrease) during the year                                                   3,907          9,077     (3,380)
Balance, beginning of year                                                           19,882         10,805      14,185
- ---------------------------------------------------------------------------- --------------- -------------- ------------
BALANCE, END OF YEAR                                                           $    23,789     $    19,882    $ 10,805
- ---------------------------------------------------------------------------- --------------- -------------- ------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-36
<PAGE>   86
               THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1998
                            (IN THOUSANDS OF DOLLARS)


1.       ORGANIZATION

         The Manufacturers Life Insurance Company of America (the "Company") is
         a wholly-owned subsidiary of The Manufacturers Life Insurance Company
         (U.S.A.) ("ManUSA"), which is in turn an indirectly wholly-owned
         subsidiary of The Manufacturers Life Insurance Company ("Manulife
         Financial"), a Canadian-based mutual life insurance company. The
         Company markets variable annuity and variable life products in the
         United States and traditional insurance products in Taiwan.

         On December 31, 1996, ManUSA transferred to the Company all of the
         common and preferred shares of Manulife Holding Corporation ("Holdco"),
         an investment holding company. The Company then transferred all the
         common and preferred shares of Manufacturers Adviser Corporation
         ("MAC") to Holdco for two shares of $1 common stock of Holdco. Holdco
         has primarily three wholly-owned subsidiaries, ManEquity Inc., a
         registered broker/dealer, MAC, an investment fund management company,
         and Manulife Capital Corporation ("MCC"), an investment holding
         company.

         In October 1997, the Manufacturers Life Mortgage Securities Corporation
         ("MLMSC"), a subsidiary of Holdco, was absorbed into Holdco subsequent
         to the maturity and repayment of the mortgage-backed US dollar bonds.
         All assets and liabilities of MLMSC were transferred to Holdco at their
         respective book values.

         These transfers have been accounted for using the pooling-of-interests
         method of accounting. Under this method, the assets, liabilities,
         capital and surplus, revenues and expenses of each separate entity are
         combined retroactively at their historical carrying values to form the
         financial statements of the Company for all periods presented to give
         effect to the reorganization as if the structure in place at December
         31, 1996 had been in place as of the earliest period presented in these
         consolidated financial statements. The accounts of all subsidiary
         companies are therefore combined and all significant intercompany
         balances and transactions are eliminated on combination. In addition,
         the capital and surplus of the Company has been restated retroactively
         to reflect the capital structure in place at December 31, 1996.

                                      F-37
<PAGE>   87
         The revenues and net income reported by the separate entities and the
         combined amounts presented in the accompanying consolidated financial
         statements are as follows:

<TABLE>
<CAPTION>
         FOR THE YEAR ENDED DECEMBER 31
         ($ thousands)                                                   1996
         --------------------------------------------------------------------
<S>                                                                  <C>
         Revenue:
           ManAmerica                                                $ 54,404
           Holdco                                                      15,543
           MAC                                                          3,585
         --------------------------------------------------------------------
         TOTAL REVENUE                                               $ 73,532
         --------------------------------------------------------------------
         Net Income (loss):
           ManAmerica                                                $ (8,676)
           Holdco                                                        (670)
           MAC                                                            939
         --------------------------------------------------------------------
         TOTAL NET LOSS                                              $ (8,407)
         --------------------------------------------------------------------
</TABLE>


2.       SIGNIFICANT ACCOUNTING POLICIES

      a) BASIS OF PRESENTATION

         The accompanying consolidated financial statements of the Company have
         been prepared in conformity with generally accepted accounting
         principles ("GAAP").

         The preparation of financial statements in conformity with GAAP
         requires management to make estimates and assumptions that affect the
         amounts reported in the financial statements and accompanying notes.
         Actual results could differ from reported results using those
         estimates.

         Certain reclassifications have been made to 1997 and 1996 financial
         information to conform to the 1998 presentation.

      b) RECENT ACCOUNTING STANDARDS

      i) During 1998, the Company adopted Statement of Financial Accounting
         Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS No.
         130 establishes standards for reporting and displaying comprehensive
         income and its components in a full set of general-purpose annual
         financial statements. Comprehensive income includes all changes in
         shareholder's equity during a period except those resulting from
         investments by and distributions to shareholders. The adoption of SFAS
         No. 130 resulted in revised and additional disclosures but had no
         effect on the financial position, results of operations, or liquidity
         of the Company.

                                      F-38
<PAGE>   88
         Total comprehensive income was as follows:

<TABLE>
<CAPTION>
          FOR THE YEARS ENDED DECEMBER 31                                                               
          ($ thousands)                                                          1998          1997          1996
          --------------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>           <C>
          NET INCOME (LOSS)                                                   $  (754)      $(3,636)      $(8,407)
          --------------------------------------------------------------------------------------------------------
          OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:                      
            Unrealized holding gains (losses) arising during the period         2,435        (1,030)         (560)
            Foreign currency translation                                           86        (5,272)           --
             Reclassification adjustment for realized gains (losses)          
               included in net income                                            (134)           77           (77)
          --------------------------------------------------------------------------------------------------------
          Other comprehensive income (loss)                                     2,655        (6,225)         (483)
          --------------------------------------------------------------------------------------------------------
          COMPREHENSIVE INCOME (LOSS)                                         $ 1,901       $(9,861)      $(8,890)
          --------------------------------------------------------------------------------------------------------
</TABLE>

          Other comprehensive income (loss) is reported net of tax expense
          (benefit) of $1,430, $(513), and $260 for 1998, 1997, and 1996,
          respectively.

          Accumulated other comprehensive income is comprised of the following:

<TABLE>
<CAPTION>
         AS AT DECEMBER 31
         ($ thousands)                                                                  1998        1997
         -------------------------------------------------------------------------------------------------
<S>                                                                                 <C>          <C>
         UNREALIZED GAINS (LOSSES):
              Beginning balance                                                     $    380     $ 1,333
              Current period change                                                    2,569        (953)
         -------------------------------------------------------------------------------------------------
              Ending balance                                                        $  2,949     $   380
         -------------------------------------------------------------------------------------------------
         FOREIGN CURRENCY:
              Beginning balance                                                     $(5,272)     $     -
              Current period change                                                       86      (5,272)
         -------------------------------------------------------------------------------------------------
              Ending balance                                                        $(5,186)     $(5,272)
         -------------------------------------------------------------------------------------------------
         ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                              $(2,237)     $(4,892)
         -------------------------------------------------------------------------------------------------
</TABLE>


     ii) During 1998, the Company adopted SFAS No. 131, "Disclosures about
         Segments of an Enterprise and Related Information". SFAS No. 131
         establishes standards for the disclosure of information about the
         Company's operating segments, including disclosures about products and
         services, geographic areas, and major customers. The adoption of SFAS
         No. 131 did not affect results of operations or financial position, nor
         did it affect the manner in which the Company defines its operating
         segments. The Company reports two business segments: Traditional Life
         Insurance sold in Taiwan and Variable Life and Annuities sold in the
         U.S. Refer to Note 12 for additional segment information.

     C)  INVESTMENTS

         The Company classifies all of its fixed maturity and equity securities
         as available-for-sale and records these securities at fair value.
         Realized gains and losses on sales of securities classified as
         available-for-sale are recognized in net income using the specific
         identification method. Changes in the fair value of securities
         available-for-sale are reflected directly in accumulated other
         comprehensive income after adjustments for deferred taxes and deferred
         acquisition costs. Discounts and premiums on investments are amortized
         using the effective interest method.

                                      F-39
<PAGE>   89
         Policy loans are reported at aggregate unpaid balances which
         approximate fair value.

         Short-term investments include investments with maturities of less than
         one year at the date of acquisition.

     d)  CASH EQUIVALENTS

         The Company considers all highly liquid debt instruments purchased with
         an original maturity date of three months or less to be cash
         equivalents. Cash equivalents are stated at cost plus accrued interest,
         which approximates fair value.

     e)  DEFERRED ACQUISITION COSTS (DAC)

         Commissions and other expenses which vary with and are primarily
         related to the production of new business are deferred to the extent
         recoverable and included as an asset. DAC associated with variable
         annuity and variable life insurance contracts is charged to expense in
         relation to the estimated gross profits of those contracts. The
         amortization is adjusted retrospectively when estimates of current or
         future gross profits are revised. DAC associated with traditional life
         insurance policies is charged to expense over the premium paying period
         of the related policies. DAC is adjusted for the impact on estimated
         future gross profits assuming the unrealized gains or losses on
         securities had been realized at year-end. The impact of any such
         adjustments is included in net unrealized gains (losses) in accumulated
         other comprehensive income. DAC is reviewed annually to determine
         recoverability from future income and, if not recoverable, it is
         immediately expensed.

     f)  POLICYHOLDER LIABILITIES

         For variable annuity and variable life contracts, reserves equal the
         policyholder account value. Account values are increased for deposits
         received and interest credited and are reduced by withdrawals,
         mortality charges and administrative expenses charged to the
         policyholders. Policy charges which compensate the Company for future
         services are deferred and recognized in income over the period earned,
         using the same assumptions used to amortize DAC.

         Policyholder liabilities for traditional life insurance policies sold
         in Taiwan are computed using the net level premium method and are based
         upon estimates as to future mortality, persistency, maintenance expense
         and interest rate yields that were established in the year of issue.

     g)  SEPARATE ACCOUNTS

         Separate account assets and liabilities represent funds that are
         separately administered, principally for variable annuity and variable
         life contracts, and for which the contract holder, rather than the
         Company, bears the investment risk Separate account assets are recorded
         at market value. Operations of the separate accounts are not included
         in the accompanying financial statements.

                                      F-40
<PAGE>   90
    h)  REVENUE RECOGNITION

         Fee income from variable annuity and variable life insurance policies
         consists of policy charges for the cost of insurance, expenses and
         surrender charges that have been assessed against the policy account
         balances. Policy charges that are designed to compensate the company
         for future services are deferred and recognized in income over the
         period benefited, using the same assumptions used to amortize DAC.
         Premiums on long-duration life insurance contracts are recognized as
         revenue when due. Investment income is recorded when due.


     i)  EXPENSES

         Expenses for variable annuity and variable life insurance policies
         include interest credited to policy account balances and benefit claims
         incurred during the period in excess of policy account balances.

     j)  REINSURANCE

         The Company is routinely involved in reinsurance transactions in order
         to minimize exposure to large risks. Life reinsurance is accomplished
         through various plans including yearly renewable term, co-insurance and
         modified co-insurance. Reinsurance premiums, policy charges for cost of
         insurance and claims are accounted for on a basis consistent with that
         used in accounting for the original policies issued and the terms of
         the reinsurance contracts. Premiums, fees and claims are reported net
         of reinsured amounts. Amounts paid with respect to ceded reinsurance
         contracts are reported as reinsurance receivables in other assets.

     k)  FOREIGN EXCHANGE

         The Company's Taiwanese branch balance sheet and statement of income
         are translated at the current exchange and average exchange rates for
         the year respectively. The resultant translation adjustments are
         included in accumulated other comprehensive income.

     l)  INCOME TAX

         Income taxes have been provided for in accordance with SFAS No. 109
         "Accounting for Income Taxes." The Company joins ManUSA, Manulife
         Reinsurance Corporation ("MRC") and Manulife Reinsurance Limited
         ("MRL") in filing a U.S. consolidated income tax return as a life
         insurance group under provisions of the Internal Revenue Code. In
         accordance with an income tax sharing agreement, the Company's income
         tax provision (or benefit) is computed as if the Company filed a
         separate income tax return. Tax benefits from operating losses are
         provided at the U.S. statutory rate plus any tax credits attributable
         to the Company, provided the consolidated group utilizes such benefits
         currently. Deferred income taxes result from temporary differences
         between the tax basis of assets and liabilities and their recorded
         amounts for financial reporting purposes. Income taxes recoverable
         represents amounts due from ManUSA in connection with the consolidated
         return.

                                      F-41
<PAGE>   91
3.       INVESTMENTS AND INVESTMENT INCOME

     a)  FIXED MATURITY AND EQUITY SECURITIES

         At December 31, 1998, all fixed maturity and equity securities have
         been classified as available-for-sale and reported at fair value. The
         amortized cost and fair value is summarized as follows:

<TABLE>
<CAPTION>
                                                                         GROSS                  GROSS
                                              AMORTIZED COST       UNREALIZED GAINS       UNREALIZED LOSSES           FAIR VALUE
          AS AT DECEMBER 31,
          ($ thousands)                        1998       1997       1998       1997       1998         1997       1998       1997
          ------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>        <C>        <C>        <C>         <C>         <C>        <C>
          FIXED MATURITY SECURITIES:
          U.S. government                   $27,349    $51,694    $ 2,578    $   937    $    --     $  (135)    $29,927    $52,496
          Foreign governments                 9,353      6,922        709        203         --         (14)     10,062      7,111
          Corporate                           8,546      7,949        719        415         --         (78)      9,265      8,286
          ------------------------------------------------------------------------------------------------------------------------
          Total fixed maturity              $45,248    $66,565    $ 4,006    $ 1,555    $    --     $  (227)    $49,254    $67,893
          securities

          Equity securities                 $19,219    $20,153    $ 3,217    $ 1,496    $(1,912)    $(2,189)    $20,524    $19,460
          ------------------------------------------------------------------------------------------------------------------------
</TABLE>

         Proceeds from sales of fixed maturity securities during 1998 were
         $27,852 (1997 $73,772; 1996 $120,234). Gross gains of $362 and gross
         losses of $107 were realized on those sales (1997 $955 and $837; 1996
         $1,858 and $1,837 respectively).

         Proceeds from sale of equity securities during 1998 were $8,555 (1997
         $10,586; 1996 $25,505). Gross gains of $16 and gross losses of $477
         were realized on those sales (1997 $NIL and $NIL; 1996 $NIL and $140
         respectively).

         The contractual maturities of fixed maturity securities at December 31,
         1998 are shown below. Expected maturities may differ from contractual
         maturities because borrowers may have the right to call or prepay
         obligations with or without prepayment penalties. Corporate
         requirements and investment strategies may result in the sale of
         investments before maturity.


<TABLE>
<CAPTION>
         ($ thousands)                                                      AMORTIZED COST       FAIR VALUE
         ------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                 <C>
         Fixed maturity securities
              One year or less                                                   $ 1,174           $1,179
              Greater than 1; up to 5 years                                        7,792            8,081
              Greater than 5; up to 10 years                                      24,422           26,395
              Due after 10 years                                                  11,860           13,599
         ------------------------------------------------------------------------------------------------------
         TOTAL FIXED MATURITY SECURITIES                                         $45,248           $49,254
         ------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-42
<PAGE>   92
     b)  INVESTMENT INCOME

         Income by type of investment was as follows:

<TABLE>
<CAPTION>
         FOR THE YEARS ENDED DECEMBER 31
         ($ thousands)                                                         1998         1997           1996
         ---------------------------------------------------------------------------------------------------------
<S>                                                                         <C>          <C>          <C>
         Fixed maturity securities                                          $ 4,675      $ 4,545      $   4,447
         Equity securities                                                      227          331            671
         Guaranteed annuity contracts                                             -        2,796         13,196
         Other investments                                                    1,485          772          1,697
         ---------------------------------------------------------------------------------------------------------
         Gross investment income                                              6,387        8,444         20,011
         ---------------------------------------------------------------------------------------------------------
         Investment expenses                                                    259          169            360
         ---------------------------------------------------------------------------------------------------------
         NET INVESTMENT INCOME                                              $ 6,128      $ 8,275      $  19,651
         ---------------------------------------------------------------------------------------------------------
</TABLE>

4.       GUARANTEED ANNUITY CONTRACTS AND BONDS PAYABLE

         The Company's wholly-owned subsidiary, Manufacturers Life Mortgage
         Securities Corporation, has historically invested amounts received as
         repayments of mortgage loans in annuities issued by ManUSA. These
         annuities were collateral for the 8 1/4 % mortgage-backed bonds
         payable. On March 1, 1997 the annuities matured and the proceeds were
         used to repay the bonds payable.

         In October 1997, MLMSC was absorbed into Manulife Holding Corporation.

5.      DEFERRED ACQUISITION COSTS

         The components of the change in DAC were as follows:

<TABLE>
<CAPTION>
          FOR THE YEARS ENDED DECEMBER 31
          ($ thousands)                                                             1998          1997          1996
          ----------------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>           <C>
          Balance at January 1,                                                $ 130,355     $ 102,610     $  78,829
          Capitalization                                                          43,065        33,544        36,024
          Accretion of interest                                                   11,417         9,357         6,344
          Amortization                                                           (20,683)      (14,217)      (19,583)
          Effect of net unrealized gains (losses)
               on securities available for sale                                     (784)        1,268           996
          Currency                                                                   136        (2,207)           --
          ----------------------------------------------------------------------------------------------------------
          BALANCE AT DECEMBER 31                                               $ 163,506     $ 130,355     $ 102,610
          ----------------------------------------------------------------------------------------------------------
</TABLE>


6.       INCOME TAXES

         Components of income tax expense (benefit) were as follows:

<TABLE>
<CAPTION>
         FOR THE YEARS ENDED DECEMBER 31
         ($ thousands)                                                       1998        1997        1996
         ------------------------------------------------------------------------------------------------
<S>                                                                       <C>         <C>         <C>
         Current expense (benefit)                                        $ 1,404     $(3,207)    $(4,686)
         Deferred expense (benefit)                                        (1,796)      2,730         777
         ------------------------------------------------------------------------------------------------
         TOTAL EXPENSE (BENEFIT)                                          $  (392)    $  (477)    $(3,909)
         ------------------------------------------------------------------------------------------------
</TABLE>

                                      F-43
<PAGE>   93
         The Company's deferred income tax liability, which results from tax
         effecting the differences between financial statement values and tax
         values of assets and liabilities at each balance sheet date, relates to
         the following:

<TABLE>
<CAPTION>
         AS AT DECEMBER 31
         ($ thousands)                                                                    1998           1997
         -----------------------------------------------------------------------------------------------------
<S>                                                                                    <C>            <C>
         DEFERRED TAX ASSETS:
              Differences in computing policy reserves                                 $38,888        $34,291
              Policyholder dividends payable                                                 -            240
              Investments                                                                  708            793
              Other deferred tax assets                                                    333              -
         -----------------------------------------------------------------------------------------------------
         Deferred tax assets                                                           $39,929        $35,324
         -----------------------------------------------------------------------------------------------------
         DEFERRED TAX LIABILITIES:
              Deferred acquisition costs                                               $38,778        $30,682
              Investments                                                                1,859            166
              Policyholder dividends payable                                                55              -
              Other deferred tax liabilities                                                 -          5,650
         -----------------------------------------------------------------------------------------------------
         Deferred tax liabilities                                                      $40,692        $36,498
         -----------------------------------------------------------------------------------------------------
         NET DEFERRED TAX LIABILITIES                                                  $  (763)       $(1,174)
         -----------------------------------------------------------------------------------------------------
</TABLE>


         At December 31, 1998, the consolidated group has utilized all available
         operating loss carryforwards and net capital loss carryforwards. The
         losses of the Company, MRC and ManUSA may be used to offset the
         ordinary and capital gain income of MRL. However, losses of MRL may not
         be used to offset the income of the other members of the consolidated
         group.

7.       NOTES PAYABLE

         a)       On June 15, 1998, the outstanding promissory note in the
                  amount of $33,000 plus interest at 6.95% issued on December 5,
                  1997 payable to ManUSA was discharged and the amount due of
                  $34,318 ($33,000 plus interest of $1,318) was recorded as a
                  capital contribution.

         b)       On December 31, 1998, the surplus debenture in the amount of
                  $8,500 plus interest at 6.7% issued on December 31, 1995 to
                  ManUSA was discharged and the amount due of $8,500 was
                  recorded as a capital contribution.

8.   CAPITAL AND SURPLUS

         The Company has two classes of capital stock, as follows:

<TABLE>
<CAPTION>
          AS AT DECEMBER 31:
          ($ thousands, except per share amounts)                                1998                   1997
          ---------------------------------------------------------------------------------------------------
<S>                                                                           <C>                    <C>
          AUTHORIZED:
              5,000,000 Common shares, Par value $1
              5,000,000 Preferred shares, Par value $100
          ISSUED AND OUTSTANDING:
              4,501,861 Common shares                                         $ 4,502                 $4,502
</TABLE>

                                      F-44
<PAGE>   94
<TABLE>
<CAPTION>
<S>                                                                           <C>                    <C>
              105,000 Preferred shares                                         10,500                 10,500
          ---------------------------------------------------------------------------------------------------
          TOTAL                                                               $15,002                $15,002
          ---------------------------------------------------------------------------------------------------
</TABLE>

         During 1996, the Company issued two common shares to its Parent Company
         in return for a capital contribution of $15,000.

         In 1998, the outstanding promissory note payable referred to in note
         7(a) above, totaling $34,318, was discharged and recorded as a capital
         contribution.

         On December 31, 1998, the Company issued one common share to ManUSA in
         exchange for a capital contribution of $60,209. Included in this
         capital contribution was the discharge of the surplus debenture in the
         amount of $8,500 referred to in note 7(b) above.

         The Company is subject to statutory limitations on the payment of
         dividends to its Parent. Under Michigan Insurance Law, the payment of
         dividends to shareholders is restricted to the surplus earnings of the
         Company, unless prior approval is obtained from the Michigan Insurance
         Bureau.

         The aggregate statutory capital and surplus of the Company at December
         31, 1998 was $121,799 (1997 $56,598). The aggregate statutory net loss
         of the Company for the year ended 1998 was $23,491 (1997 $2,550; 1996
         $5,961). State regulatory authorities prescribe statutory accounting
         practices that differ in certain respects from generally accepted
         accounting principles followed by stock life insurance companies. The
         significant differences relate to investments, deferred acquisition
         costs, deferred income taxes, non-admitted asset balances and reserve
         calculation assumptions.

9.   FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying values and the estimated fair values of certain of the
         Company's financial instruments at December 31, 1998 were as follows:

<TABLE>
<CAPTION>
                                                                                    ESTIMATED
       ($ thousands)                                      CARRYING VALUE            FAIR VALUE
       ------------------------------------------------------------------------------------------------
<S>                                                       <C>                     <C>
       ASSETS:
           Fixed maturity and equity securities             $69,778                 $69,778
           Short-term investments                               459                     459
           Policy loans                                      19,320                  19,320
           Cash and cash equivalents                         23,789                  23,789
       ------------------------------------------------------------------------------------------------
</TABLE>

         The following methods and assumptions were used to estimate the fair
         values of the above financial instruments:

         FIXED MATURITY AND EQUITY SECURITIES: Fair values of fixed maturity and
         equity securities were based on quoted market prices, where available.
         Fair values were estimated using values obtained from independent
         pricing services.

         SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
         approximate fair values.

                                      F-45
<PAGE>   95
         POLICY LOANS: Carrying values approximate fair values.

10.      RELATED  PARTY TRANSACTIONS

         The Company has formal service agreements with Manulife Financial and
         ManUSA which can be terminated by any party upon two months' notice.
         Under the agreements, the Company will pay direct operating expenses
         incurred each year by Manulife Financial and ManUSA on its behalf.
         Services provided under the agreement include legal, actuarial,
         investment, data processing and certain other administrative services.
         Costs incurred under these agreements were $34,070, $32,733 and $29,384
         in 1998, 1997 and 1996 respectively. In addition, there were $12,817,
         $11,249 and $6,934 of agents bonuses allocated to the Company during
         1998, 1997 and 1996, respectively, which are included in deferred
         acquisition costs.

         The Company has several reinsurance agreements with affiliated
         companies which may be terminated upon the specified notice by either
         party. These agreements are summarized as follows:

         (a)  On December 31, 1998, the coinsurance treaties under which the
              Company had assumed two blocks of insurance from ManUSA were
              terminated. The Company's risk under these treaties was limited to
              $100,000 of initial face amount per claim plus a pro-rata share of
              any increase in face amount. Upon the termination of the treaties,
              the Company paid consideration in the amount of approximately
              $41.0 million to ManUSA and policyholder reserves totaling $41.0
              million were recaptured by ManUSA. No gain or loss resulted from
              the termination of these treaties.

         (b)  The Company cedes the risk in excess of $25,000 per life to MRC 
              under the terms of an automatic reinsurance agreement

         (c)  The Company cedes a substantial portion of its risk on its
              Flexible Premium Variable Life policies to MRC under the terms of
              a stop loss reinsurance agreement.

         Selected amounts relating to the above treaties reflected in the
         financial statements are as follows:

<TABLE>
<CAPTION>
         FOR THE YEARS ENDED DECEMBER 31
         ($ thousands)                                                        1998        1997         1996
         ---------------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>            <C>
         Life and annuity premiums assumed                                 $    48    $    509       $  724
         Life and annuity premiums ceded                                        76          69           99
         Policy reserves assumed                                                 -      40,975       44,497
         Policy reserves ceded                                                 145         130          304
         ---------------------------------------------------------------------------------------------------
</TABLE>

         Reinsurance recoveries on ceded reinsurance contracts to affiliates
         were $NId to third parties.

                                      F-46
<PAGE>   96
APPENDIX A

SAMPLE ILLUSTRATIONS OF POLICY VALUES, CASH SURRENDER VALUES AND DEATH BENEFITS

The following tables have been prepared to help show how values under the Policy
change with investment performance. The tables include both Policy Values and
Cash Surrender Values as well as Death Benefits. The Policy Value is the sum of
the values in the Investment Accounts, as the tables assume no values in the
Fixed Account or Loan Account. The Cash Surrender Value is the Policy Value less
any applicable surrender charges. The tables illustrate how Policy Values and
Cash Surrender Values, which reflect all applicable charges and deductions, and
Death Benefits of the Policy on an insured of a given age would vary over time
if the return on the assets of the Portfolio was a uniform, gross, after-tax,
annual rate of 0%, 6% or 12%. The Policy Values, Death Benefits and Cash
Surrender Values would be different from those shown if the returns averaged 0%,
6% or 12%, but fluctuated over and under those averages throughout the years.
The charges reflected in the tables include those for: deductions from premiums
for state, local and federal taxes, deferred underwriting and sales charges, and
monthly deductions for administration, cost of insurance and mortality and
expense risks.

The amounts shown for the Policy Value, Death Benefit and Cash Surrender Value
as of each policy year reflect the fact that the net investment return on the
assets held in the sub-accounts is lower than the gross, after-tax return. This
is because the expenses and fees borne by the Portfolios are deducted from the
gross return. The illustrations reflect an average of those Portfolios' current
expenses, which is approximately 0.949% per annum. The gross annual rates of
return of 0%, 6% and 12% correspond to approximate net annual rates of return of
- -0.944%, 4.999% and 10.942%. The illustrations reflect the expense
reimbursements in effect for the Lifestyle Trusts and the expense limitation in
effect for the Equity Index Trust. In the absence of such expense reimbursements
and expense limitation, the average of the Portfolio's current expenses would
have been 0.953% per annum and the gross annual rates of return of 0%, 6% and
12% would have corresponded to approximate net annual rates of return of
- -0.949%, 4.994% and 10.938%. The expense reimbursements for the Lifestyle Trusts
and the expense limitation for the Equity Index Trust remained in effect during
the fiscal year ended December 31, 1998, and are expected to remain in effect
during the fiscal year ended December 31, 1999. Were the expense reimbursement
and expense limitation to terminate, the average of the Portfolios' current
expenses would be higher and the approximate net annual rates of return would be
lower.

The tables assume that no premiums have been allocated to the Fixed Account,
that planned premiums are paid on the policy anniversary and that no transfers,
partial withdrawals, policy loans, changes in death benefit options or changes
in face amount have been made. The tables reflect the fact that no charges for
federal, state or local taxes are currently made against the Separate Account.
If such a charge is made in the future, it would take a higher gross rate of
return to produce after-tax returns of 0%, 6% and 12% than it does now.

There are two tables shown for each combination of age and death benefit option
for male non-smokers, one based on current cost of insurance and monthly
administration charges and the other based on the maximum administration
charges, deductions from premiums and cost of insurance charges based on the
1980 Commissioners Standard Ordinary Smoker/Nonsmoker Mortality Tables. The
current waiver of deductions from premiums and current monthly administration
charges and cost of insurance charges are not guaranteed and may be changed.
Upon request, Manufacturers Life of America will furnish a comparable
illustration based on the proposed life insured's age, sex (unless unisex rates
are required by law) and risk class, any additional ratings and the death
benefit option, face amount and planned premium requested. Illustrations for
smokers would show less favorable results than the illustrations shown below.

From time to time, in advertisements or sales literature for the Policies that
quote performance data of one or more of the Portfolios, the Company may include
cash surrender values and death benefit figures computed using the same
methodology as that used in the following illustrations, but with the average
annual total return of the Portfolios for which performance data is shown in the
advertisement replacing the hypothetical rates of return shown in the following
tables. This information may be shown in the form of graphs, charts, tables and
examples.

The Policies have been offered to the public only since September 10, 1993.
However, total return data may be advertised for as long a period of time as the
underlying Portfolio has been in existence. The results for any period prior to
the Policies'


                                      A-1
<PAGE>   97
being offered would be calculated as if the Policies had been offered during
that period of time, with all charges assumed to be those applicable to the
Policies.


                                      A-2
<PAGE>   98
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                         $5,960 ANNUAL PLANNED PREMIUM*
                            ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                            0% Hypothetical                 6% Hypothetical                      12% Hypothetical
                        Gross Investment Return         Gross Investment Return               Gross Investment Return
                        -----------------------         -----------------------               -----------------------
End Of    Accumulated   Policy    Cash       Death      Policy       Cash        Death         Policy      Cash          Death
Policy      Premiums     Value  Surrender   Benefit      Value     Surrender    Benefit         Value    Surrender      Benefit
Year (1)         (2)              Value                              Value                                 Value
                                 (3)(4)                             (3)(4)                                (3)(4)
<S>       <C>          <C>      <C>         <C>         <C>        <C>          <C>         <C>          <C>          <C>      
   1         6,258      4,614          0    500,000       4,925         271     500,000         5,238          584      500,000
   2        12,829      9,408      4,637    500,000      10,324       5,554     500,000        11,279        6,509      500,000
   3        19,728     14,070      7,548    500,000      15,899       9,377     500,000        17,879       11,357      500,000
   4        26,973     18,598     12,129    500,000      21,652      15,183     500,000        25,089       18,620      500,000
   5        34,579     22,985     16,565    500,000      27,582      21,161     500,000        32,961       26,541      500,000
   6        42,566     27,256     21,135    500,000      33,719      27,599     500,000        41,588       35,468      500,000
   7        50,953     31,374     25,554    500,000      40,035      34,215     500,000        51,009       45,189      500,000
   8        59,758     35,345     29,824    500,000      46,540      41,020     500,000        61,309       55,789      500,000
   9        69,004     39,159     34,156    500,000      53,233      48,230     500,000        72,571       67,568      500,000
  10        78,712     42,823     38,760    500,000      60,126      56,063     500,000        84,898       80,835      500,000
  11        88,906     46,334     43,084    500,000      67,224      63,974     500,000        98,399       95,149      500,000
  12        99,609     49,674     47,236    500,000      74,520      72,082     500,000       113,183      110,745      500,000
  13       110,848     52,842     51,217    500,000      82,020      80,395     500,000       129,385      127,760      500,000
  14       122,648     55,833     55,021    500,000      89,727      88,915     500,000       147,152      146,340      500,000
  15       135,039     58,635     58,635    500,000      97,642      97,642     500,000       166,646      166,646      500,000
  16       148,049     61,242     61,242    500,000     105,768     105,768     500,000       188,052      188,052      500,000
  17       161,709     63,627     63,627    500,000     114,094     114,094     500,000       211,564      211,564      500,000
  18       176,052     65,796     65,796    500,000     122,636     122,636     500,000       237,425      237,425      500,000
  19       191,113     67,728     67,728    500,000     131,387     131,387     500,000       265,892      265,892      500,000
  20       206,927     69,524     69,524    500,000     140,453     140,453     500,000       297,322      297,322      500,000
  21       223,531     71,186     71,186    500,000     149,851     149,851     500,000       332,048      332,048      500,000
  22       240,966     72,536     72,536    500,000     159,453     159,453     500,000       370,252      370,252      540,567
  23       259,272     73,563     73,563    500,000     169,268     169,268     500,000       412,113      412,113      585,200
  24       278,494     74,247     74,247    500,000     179,303     179,303     500,000       457,993      457,993      632,030
  25       298,676     74,553     74,553    500,000     189,553     189,553     500,000       508,295      508,295      681,115
  26       319,868     74,787     74,787    500,000     200,932     200,932     500,000       566,011      566,011      735,815
  27       342,119     74,556     74,556    500,000     212,625     212,625     500,000       629,492      629,492      805,750
  28       365,483     73,796     73,796    500,000     224,632     224,632     500,000       699,307      699,307      881,127
  29       390,016     72,432     72,432    500,000     236,958     236,958     500,000       776,089      776,089      962,351
  30       415,774     71,022     71,022    500,000     250,003     250,003     500,000       860,825      860,825    1,050,207
  31       442,821     69,550     69,550    500,000     263,803     263,803     500,000       954,362      954,362    1,145,234
  32       471,220     67,395     67,395    500,000     278,072     278,072     500,000     1,057,199    1,057,199    1,258,067
  33       501,039     64,495     64,495    500,000     292,860     292,860     500,000     1,170,254    1,170,254    1,380,899
  34       532,349     60,781     60,781    500,000     308,225     308,225     500,000     1,294,538    1,294,538    1,514,609
  35       565,224     56,160     56,160    500,000     324,233     324,233     500,000     1,431,162    1,431,162    1,660,148
  36       600,131     50,712     50,712    500,000     341,288     341,288     500,000     1,581,659    1,581,659    1,818,908
  37       636,783     43,678     43,678    500,000     359,046     359,046     500,000     1,747,353    1,747,353    1,974,509
  38       675,268     35,115     35,115    500,000     377,721     377,721     500,000     1,930,108    1,930,108    2,142,420
</TABLE>


                                      A-3
<PAGE>   99
<TABLE>
<S>    <C>        <C>       <C>      <C>       <C>         <C>         <C>          <C>          <C>          <C>      
  39     715,677  24,287    24,287   500,000     397,348     397,348     500,000     2,131,723    2,131,723    2,323,578
  40     758,106  11,230    11,230   500,000     418,226     418,226     500,000     2,354,680    2,354,680    2,519,507
  41     802,657   0 (5)     0 (5)   500,000     440,416     440,416     500,000     2,601,347    2,601,347    2,731,415
  42     849,435   0 (5)     0 (5)   500,000     464,347     464,347     500,000     2,871,952    2,871,952    3,015,550
  43     898,552   0 (5)     0 (5)   500,000     490,322     490,322     514,839     3,169,108    3,169,108    3,327,564
  44     950,125   0 (5)     0 (5)   500,000     517,286     517,286     543,151     3,495,288    3,495,288    3,670,052
  45   1,004,277   0 (5)     0 (5)   500,000     545,209     545,209     572,470     3,853,150    3,853,150    4,045,807
  46   1,061,136   0 (5)     0 (5)   500,000     574,096     574,096     602,801     4,245,516    4,245,516    4,457,792
  47   1,120,838   0 (5)     0 (5)   500,000     603,944     603,944     634,142     4,675,384    4,675,384    4,909,153
  48   1,183,526   0 (5)     0 (5)   500,000     634,738     634,738     666,475     5,145,895    5,145,895    5,403,190
  49   1,249,348   0 (5)     0 (5)   500,000     666,453     666,453     699,776     5,660,360    5,660,360    5,943,378
  50   1,318,460   0 (5)     0 (5)   500,000     699,068     699,068     734,022     6,222,351    6,222,351    6,533,468
  51   1,391,029   0 (5)     0 (5)   500,000     732,959     732,959     769,607     6,839,425    6,839,425    7,181,396
  52   1,467,226   0 (5)     0 (5)   500,000     768,155     768,155     806,563     7,516,766    7,516,766    7,892,604
  53   1,547,232   0 (5)     0 (5)   500,000     804,727     804,727     844,964     8,260,481    8,260,481    8,673,505
  54   1,631,240   0 (5)     0 (5)   500,000     842,724     842,724     884,860     9,076,997    9,076,997    9,530,846
  55   1,719,447   0 (5)     0 (5)   500,000     882,195     882,195     926,305     9,973,379    9,973,379   10,472,048
  56   1,812,065   0 (5)     0 (5)   500,000     923,024     923,024     969,175    10,955,369   10,955,369   11,503,137
  57   1,909,313   0 (5)     0 (5)   500,000     966,280     966,280   1,004,931    12,043,805   12,043,805   12,525,557
  58   2,011,425   0 (5)     0 (5)   500,000   1,012,291   1,012,291   1,042,660    13,253,182   13,253,182   13,650,777
  59   2,118,641   0 (5)     0 (5)   500,000   1,061,554   1,061,554   1,082,785    14,602,149   14,602,149   14,894,192
  60   2,231,219   0 (5)     0 (5)   500,000   1,114,493   1,114,493   1,125,637    16,110,747   16,110,747   16,271,855
  61   2,349,425   0 (5)     0 (5)   500,000   1,171,443   1,171,443   1,171,443    17,800,262   17,800,262   17,800,262
  62   2,473,542   0 (5)     0 (5)   500,000   1,230,973   1,230,973   1,230,973    19,666,234   19,666,234   19,666,234
  63   2,603,864   0 (5)     0 (5)   500,000   1,293,197   1,293,197   1,293,197    21,727,094   21,727,094   21,727,094
  64   2,740,703   0 (5)     0 (5)   500,000   1,358,239   1,358,239   1,358,239    24,003,196   24,003,196   24,003,196
  65   2,884,384   0 (5)     0 (5)   500,000   1,426,225   1,426,225   1,426,225    26,517,020   26,517,020   26,517,020
</TABLE>

* Note that the second tier Death Benefit Guarantee Premium level of $6,329 is
paid from age 70.

     (1)  All values shown are as of the end of the policy year indicated, have
          been rounded to the nearest dollar, and assume that (a) premiums paid
          after the initial premium are received on the policy anniversary, (b)
          no policy loan has been made, (c) no partial withdrawal of the Cash
          Surrender Value has been made and (d) no premiums have been allocated
          to the Fixed Account.

     (2)  Assumes net interest of 5% compounded annually.

     (3)  Provided the No Lapse Guarantee Cumulative Premium Test has been and
          continues to be met, the No Lapse Guarantee will keep the Policy in
          force until the end of the first 5 Policy Years. Provided the
          Cumulative Premium Test or the Fund Value Test has been and continues
          to be met, the Death Benefit Guarantee will keep the Policy in force
          on all policies for the first three years and until age 100 on
          Policies issued and maintained with a minimum face amount of $250,000
          and Death Benefit Option 1; to age 85 on policies issued and
          maintained with a face amount of at least $250,000 and if Death
          benefit Option 2 is selected at any time.

     (4)  Cash Surrender Value for the first two years reflects sales charge
          limitations imposed by the S.E.C.

     (5)  In the absence of additional premium payments, the Policy will lapse,
          unless the Death Benefit Guarantee is in effect.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-4
<PAGE>   100
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                         $5,960 ANNUAL PLANNED PREMIUM*
                            ASSUMING MAXIMUM CHARGES


<TABLE>
<CAPTION>
                             0% Hypothetical                6% Hypothetical                    12% Hypothetical
                         Gross Investment Return        Gross Investment Return             Gross Investment Return
                         -----------------------        -----------------------             -----------------------
End Of    Accumulated   Policy     Cash       Death    Policy     Cash       Death      Policy      Cash         Death
Policy     Premiums      Value   Surrender   Benefit    Value   Surrender   Benefit      Value    Surrender     Benefit
Year (1)      (2)                  Value                          Value                             Value 
                                  (3)(4)                         (3)(4)                            (3)(4)
<S>       <C>           <C>      <C>         <C>       <C>      <C>         <C>       <C>         <C>          <C>    
   1          6,258      4,339          0    500,000     4,636         0    500,000       4,933         279      500,000
   2         12,829      8,864      4,093    500,000     9,734     4,964    500,000      10,641       5,871      500,000
   3         19,728     13,261      6,739    500,000    14,995     8,473    500,000      16,873      10,351      500,000
   4         26,973     17,529     11,060    500,000    20,421    13,952    500,000      23,677      17,208      500,000
   5         34,579     21,660     15,240    500,000    26,011    19,590    500,000      31,104      24,683      500,000
   6         42,566     25,655     19,534    500,000    31,768    25,648    500,000      39,214      33,094      500,000
   7         50,953     29,501     23,681    500,000    37,687    31,867    500,000      48,065      42,245      500,000
   8         59,758     33,204     27,684    500,000    43,779    38,258    500,000      57,737      52,217      500,000
   9         69,004     36,752     31,749    500,000    50,037    45,034    500,000      68,304      63,300      500,000
  10         78,712     40,151     36,088    500,000    56,473    52,411    500,000      79,861      75,798      500,000
  11         88,906     43,384     40,134    500,000    63,080    59,830    500,000      92,499      89,249      500,000
  12         99,609     46,449     44,011    500,000    69,858    67,421    500,000     106,327     103,890      500,000
  13        110,848     49,339     47,713    500,000    76,812    75,187    500,000     121,469     119,844      500,000
  14        122,648     52,050     51,237    500,000    83,944    83,131    500,000     138,061     137,249      500,000
  15        135,039     54,569     54,569    500,000    91,249    91,249    500,000     156,252     156,252      500,000
  16        148,049     56,891     56,891    500,000    98,735    98,735    500,000     176,214     176,214      500,000
  17        161,709     58,991     58,991    500,000   106,384   106,384    500,000     198,126     198,126      500,000
  18        176,052     60,842     60,842    500,000   114,185   114,185    500,000     222,193     222,193      500,000
  19        191,113     62,424     62,424    500,000   122,129   122,129    500,000     248,652     248,652      500,000
  20        206,927     63,704     63,704    500,000   130,199   130,199    500,000     277,767     277,767      500,000
  21        223,531     64,656     64,656    500,000   138,385   138,385    500,000     309,849     309,849      500,000
  22        240,966     65,250     65,250    500,000   146,675   146,675    500,000     345,253     345,253      504,069
  23        259,272     65,470     65,470    500,000   155,072   155,072    500,000     384,192     384,192      545,552
  24        278,494     65,290     65,290    500,000   163,572   163,572    500,000     426,845     426,845      589,046
  25        298,676     64,661     64,661    500,000   172,154   172,154    500,000     473,585     473,585      634,604
  26        319,868     63,835     63,835    500,000   181,635   181,635    500,000     527,200     527,200      685,360
  27        342,119     62,448     62,448    500,000   191,256   191,256    500,000     586,126     586,126      750,241
  28        365,483     60,417     60,417    500,000   200,995   200,995    500,000     650,883     650,883      820,113
  29        390,016     57,645     57,645    500,000   210,826   210,826    500,000     722,048     722,048      895,339
  30        415,774     54,022     54,022    500,000   220,726   220,726    500,000     800,260     800,260      976,318
  31        442,821     49,441     49,441    500,000   230,681   230,681    500,000     886,244     886,244    1,063,493
  32        471,220     43,802     43,802    500,000   240,697   240,697    500,000     980,593     980,593    1,166,905
  33        501,039     36,984     36,984    500,000   250,774   250,774    500,000   1,084,106   1,084,106    1,279,246
  34        532,349     28,852     28,852    500,000   260,923   260,923    500,000   1,197,673   1,197,673    1,401,277
  35        565,224     19,231     19,231    500,000   271,148   271,148    500,000   1,322,262   1,322,262    1,533,824
  36        600,131      8,220      8,220    500,000   281,816   281,816    500,000   1,459,312   1,459,312    1,678,209
  37        636,783      0 (5)      0 (5)    500,000   292,557   292,557    500,000   1,610,237   1,610,237    1,819,568
  38        675,268      0 (5)      0 (5)    500,000   303,340   303,340    500,000   1,776,627   1,776,627    1,972,056
</TABLE>


                                      A-5
<PAGE>   101
<TABLE>
<S>          <C>           <C>       <C>     <C>       <C>       <C>        <C>       <C>           <C>          <C>      
       39      715,677     0 (5)     0 (5)   500,000   314,142   314,142    500,000    1,960,345     1,960,345    2,136,776
       40      758,106     0 (5)     0 (5)   500,000   324,963   324,963    500,000    2,163,608     2,163,608    2,315,061
       41      802,657     0 (5)     0 (5)   500,000   335,858   335,858    500,000    2,389,096     2,389,096    2,508,551
       42      849,435     0 (5)     0 (5)   500,000   346,911   346,911    500,000    2,636,578     2,636,578    2,768,407
       43      898,552     0 (5)     0 (5)   500,000   358,236   358,236    500,000    2,908,064     2,908,064    3,053,467
       44      950,125     0 (5)     0 (5)   500,000   369,990   369,990    500,000    3,205,738     3,205,738    3,366,025
       45    1,004,277     0 (5)     0 (5)   500,000   382,348   382,348    500,000    3,531,934     3,531,934    3,708,531
       46    1,061,136     0 (5)     0 (5)   500,000   395,504   395,504    500,000    3,889,113     3,889,113    4,083,569
       47    1,120,838     0 (5)     0 (5)   500,000   409,713   409,713    500,000    4,279,861     4,279,861    4,493,854
       48    1,183,526     0 (5)     0 (5)   500,000   425,315   425,315    500,000    4,706,860     4,706,860    4,942,203
       49    1,249,348     0 (5)     0 (5)   500,000   442,803   442,803    500,000    5,172,897     5,172,897    5,431,542
       50    1,318,460     0 (5)     0 (5)   500,000   462,907   462,907    500,000    5,680,934     5,680,934    5,964,981
       51    1,391,029     0 (5)     0 (5)   500,000   486,185   486,185    510,495    6,234,148     6,234,148    6,545,856
       52    1,467,226     0 (5)     0 (5)   500,000   510,221   510,221    535,732    6,835,955     6,835,955    7,177,753
       53    1,547,232     0 (5)     0 (5)   500,000   534,767   534,767    561,505    7,489,992     7,489,992    7,864,492
       54    1,631,240     0 (5)     0 (5)   500,000   559,804   559,804    587,794    8,200,205     8,200,205    8,610,216
       55    1,719,447     0 (5)     0 (5)   500,000   585,304   585,304    614,569    8,970,691     8,970,691    9,419,226
       56    1,812,065     0 (5)     0 (5)   500,000   611,232   611,232    641,794    9,805,661     9,805,661   10,295,944
       57    1,909,313     0 (5)     0 (5)   500,000   639,043   639,043    664,605   10,734,634    10,734,634   11,164,019
       58    2,011,425     0 (5)     0 (5)   500,000   669,077   669,077    689,149   11,772,759    11,772,759   12,125,942
       59    2,118,641     0 (5)     0 (5)   500,000   701,740   701,740    715,775   12,938,422    12,938,422   13,197,191
       60    2,231,219     0 (5)     0 (5)   500,000   737,520   737,520    744,895   14,254,096    14,254,096   14,396,637
       61    2,349,425     0 (5)     0 (5)   500,000   777,104   777,104    777,104   15,749,382    15,749,382   15,749,382
       62    2,473,542     0 (5)     0 (5)   500,000   818,480   818,480    818,480   17,400,840    17,400,840   17,400,840
       63    2,603,864     0 (5)     0 (5)   500,000   861,729   861,729    861,729   19,224,780    19,224,780   19,224,780
       64    2,740,703     0 (5)     0 (5)   500,000   906,937   906,937    906,937   21,239,218    21,239,218   21,239,218
       65    2,884,384     0 (5)     0 (5)   500,000   954,191   954,191    954,191   23,464,050    23,464,050   23,464,050
</TABLE>

* Note that the second tier Death Benefit Guarantee Premium level of $6,329 is
paid from age 70.

     (1)  All values shown are as of the end of the policy year indicated, have
          been rounded to the nearest dollar, and assume that (a) premiums paid
          after the initial premium are received on the policy anniversary, (b)
          no policy loan has been made, (c) no partial withdrawal of the Cash
          Surrender Value has been made and (d) no premiums have been allocated
          to the Fixed Account.

     (2)  Assumes net interest of 5% compounded annually.

     (3)  Provided the No Lapse Guarantee Cumulative Premium Test has been and
          continues to be met, the No Lapse Guarantee will keep the Policy in
          force until the end of the first 5 Policy Years. Provided the
          Cumulative Premium Test or the Fund Value Test has been and continues
          to be met, the Death Benefit Guarantee will keep the Policy in force
          on all policies for the first three years and until age 100 on
          Policies issued and maintained with a minimum face amount of $250,000
          and Death Benefit Option 1; to age 85 on policies issued and
          maintained with a face amount of at least $250,000 and if Death
          benefit Option 2 is selected at any time.

     (4)  Cash Surrender Value for the first two years reflects sales charge
          limitations imposed by the S.E.C.

     (5)  In the absence of additional premium payments, the Policy will lapse,
          unless the Death Benefit Guarantee is in effect.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-6
<PAGE>   102
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                         $7,450 ANNUAL PLANNED PREMIUM*
                            ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                               0% Hypothetical                 6% Hypothetical                    12% Hypothetical
                           Gross Investment Return         Gross Investment Return            Gross Investment Return
                           -----------------------         -----------------------            -----------------------
End Of     Accumulated   Policy      Cash       Death     Policy     Cash       Death      Policy      Cash        Death
Policy       Premiums     Value   Surrender    Benefit     Value   Surrender   Benefit      Value    Surrender    Benefit
Year (1)       (2)                  Value                            Value                             Value
                                   (3)(4)                           (3)(4)                            (3)(4)
<S>        <C>           <C>      <C>         <C>        <C>       <C>         <C>       <C>         <C>         <C>    
   1          7,823       6,068        931    506,068      6,467      1,329    506,467       6,866       1,729     506,866
   2          16,036     12,280      7,143    512,280     13,460      8,322    513,460      14,687       9,550     514,687
   3          24,660     18,325     11,803    518,325     20,681     14,159    520,681      23,230      16,708     523,230
   4          33,716     24,201     17,732    524,201     28,135     21,666    528,135      32,559      26,090     532,559
   5          43,224     29,897     23,477    529,897     35,818     29,397    535,818      42,741      36,321     542,741
   6          53,208     35,442     29,321    535,442     43,763     37,643    543,763      53,885      47,765     553,885
   7          63,691     40,796     34,976    540,796     51,939     46,119    551,939      66,044      60,223     566,044
   8          74,698     45,963     40,443    545,963     60,356     54,835    560,356      79,317      73,797     579,317
   9          86,255     50,935     45,932    550,935     69,010     64,006    569,010      93,804      88,800     593,804
  10          98,391     55,715     51,652    555,715     77,911     73,848    577,911     109,624     105,562     609,624
  11         111,133     60,301     57,051    560,301     87,063     83,813    587,063     126,905     123,655     626,905
  12         124,512     64,672     62,234    564,672     96,452     94,014    596,452     145,767     143,329     645,767
  13         138,560     68,827     67,202    568,827    106,081    104,456    606,081     166,360     164,735     666,360
  14         153,310     72,758     71,945    572,758    115,948    115,136    615,948     188,844     188,031     688,844
  15         168,798     76,450     76,450    576,450    126,045    126,045    626,045     213,388     213,388     713,388
  16         185,061     79,898     79,898    579,898    136,367    136,367    636,367     240,185     240,185     740,185
  17         202,136     83,069     83,069    583,069    146,888    146,888    646,888     269,421     269,421     769,421
  18         220,066     85,968     85,968    585,968    157,616    157,616    657,616     301,338     301,338     801,338
  19         238,891     88,571     88,571    588,571    168,529    168,529    668,529     336,172     336,172     836,172
  20         258,658     90,997     90,997    590,997    179,750    179,750    679,750     374,333     374,333     874,333
  21         279,414     93,247     93,247    593,247    191,292    191,292    691,292     416,151     416,151     916,151
  22         301,207     95,113     95,113    595,113    202,947    202,947    702,947     461,764     461,764     961,764
  23         324,090     96,583     96,583    596,583    214,702    214,702    714,702     511,530     511,530   1,011,530
  24         348,117     97,635     97,635    597,635    226,531    226,531    726,531     565,831     565,831   1,065,831
  25         373,345     98,229     98,229    598,229    238,387    238,387    738,387     625,067     625,067   1,125,067
  26         399,835     98,778     98,778    598,778    251,359    251,359    751,359     692,800     692,800   1,192,800
  27         427,649     98,772     98,772    598,772    264,355    264,355    764,355     767,025     767,025   1,267,025
  28         456,854     98,144     98,144    598,144    277,296    277,296    777,296     848,340     848,340   1,348,340
  29         487,519     96,817     96,817    596,817    290,093    290,093    790,093     937,396     937,396   1,437,396
  30         519,718     95,455     95,455    595,455    303,415    303,415    803,415   1,035,696   1,035,696   1,535,696
  31         553,526     94,042     94,042    594,042    317,266    317,266    817,266   1,144,187   1,144,187   1,644,187
  32         589,025     91,858     91,858    591,858    330,929    330,929    830,929   1,263,169   1,263,169   1,763,169
  33         626,299     88,855     88,855    588,855    344,334    344,334    844,334   1,393,675   1,393,675   1,893,675
  34         665,436     84,980     84,980    584,980    357,403    357,403    857,403   1,536,838   1,536,838   2,036,838
  35         706,531     80,161     80,161    580,161    370,034    370,034    870,034   1,693,893   1,693,893   2,193,893
  36         751,234     75,574     75,574    575,574    383,447    383,447    883,447   1,867,608   1,867,608   2,367,608
  37         798,172     69,376     69,376    569,376    395,740    395,740    895,740   2,057,686   2,057,686   2,557,686
</TABLE>


                                      A-7
<PAGE>   103
<TABLE>
<S>          <C>           <C>       <C>     <C>       <C>       <C>       <C>       <C>          <C>           <C>       
        38     847,457     61,727    61,727  561,727   407,002   407,002   907,002    2,265,981    2,265,981     2,765,981
        39     899,206     51,957    51,957  551,957   416,475   416,475   916,475    2,493,662    2,493,662     2,993,662
        40     953,543     40,286    40,286  540,286   424,276   424,276   924,276    2,742,956    2,742,956     3,242,956
        41   1,010,597     25,138    25,138  525,138   428,673   428,673   928,673    3,014,415    3,014,415     3,514,415
        42   1,070,503      6,116     6,116  506,116   429,053   429,053   929,053    3,309,881    3,309,881     3,809,881
        43   1,133,405      0 (5)     0 (5)  500,000   426,594   426,594   926,594    3,633,263    3,633,263     4,133,263
        44   1,199,451      0 (5)     0 (5)  500,000   421,058   421,058   921,058    3,987,362    3,987,362     4,487,362
        45   1,268,801      0 (5)     0 (5)  500,000   412,127   412,127   912,127    4,375,205    4,375,205     4,875,205
        46   1,341,617      0 (5)     0 (5)  500,000   399,341   399,341   899,341    4,800,000    4,800,000     5,300,000
        47   1,418,074      0 (5)     0 (5)  500,000   382,135   382,135   882,135    5,265,201    5,265,201     5,765,201
        48   1,498,355      0 (5)     0 (5)  500,000   359,804   359,804   859,804    5,774,511    5,774,511     6,274,511
        49   1,582,649      0 (5)     0 (5)  500,000   331,571   331,571   831,571    6,331,974    6,331,974     6,831,974
        50   1,671,158      0 (5)     0 (5)  500,000   296,766   296,766   796,766    6,942,203    6,942,203     7,442,203
        51   1,764,092      0 (5)     0 (5)    0 (5)   260,329   260,329   760,329    7,616,110    7,616,110     8,116,110
        52   1,861,673                                 221,900   221,900   721,900    8,360,048    8,360,048     8,860,048
        53   1,964,133                                 181,694   181,694   681,694    9,181,647    9,181,647     9,681,647
        54   2,071,717                                 139,545   139,545   639,545   10,088,912   10,088,912    10,593,358
        55   2,184,679                                  95,316    95,316   595,316   11,087,320   11,087,320    11,641,686
        56   2,303,289                                  46,995    46,995   546,995   12,181,083   12,181,083    12,790,137
        57   2,427,830                                   0 (5)     0 (5)     0 (5)   13,393,130   13,393,130    13,928,856
        58   2,558,598                                                               14,728,518   14,728,518    15,228,518
        59   2,695,905                                                               16,200,775   16,200,775    16,700,775
        60   2,840,077                                                               17,826,319   17,826,319    18,326,319
        61   2,991,457                                                               19,619,738   19,619,738    20,119,738
        62   3,150,406                                                               21,587,538   21,587,538    22,087,538
        63   3,317,303                                                               23,738,205   23,738,205    24,238,205
        64   3,492,545                                                               26,071,385   26,071,385    26,571,385
        65   3,676,548                                                               28,567,246   28,567,246    29,067,246
</TABLE>

* Note that the second tier Death Benefit Guarantee Premium level of $8,930 is
paid from age 70.

     (1)  All values shown are as of the end of the policy year indicated, have
          been rounded to the nearest dollar, and assume that (a) premiums paid
          after the initial premium are received on the policy anniversary, (b)
          no policy loan has been made, (c) no partial withdrawal of the Cash
          Surrender Value has been made and (d) no premiums have been allocated
          to the Fixed Account.

     (2)  Assumes net interest of 5% compounded annually.

     (3)  Provided the No Lapse Guarantee Cumulative Premium Test has been and
          continues to be met, the No Lapse Guarantee will keep the Policy in
          force until the end of the first 5 Policy Years. Provided the
          Cumulative Premium Test or the Fund Value Test has been and continues
          to be met, the Death Benefit Guarantee will keep the Policy in force
          on all policies for the first three years and until age 100 on
          Policies issued and maintained with a minimum face amount of $250,000
          and Death Benefit Option 1; to age 85 on policies issued and
          maintained with a face amount of at least $250,000 and if Death
          benefit Option 2 is selected at any time.

     (4)  Cash Surrender Value for the first two years reflects sales charge
          limitations imposed by the S.E.C.

     (5)  Provided the Death Benefit Guarantee has been in effect, the Policy
          will have been kept in force until the end of the policy year in which
          the life insured reached attained age 85, at which time the Death
          Benefit Guarantee will expire and in the absence of additional premium
          payments, the Policy will lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-8
<PAGE>   104
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 35 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                         $7,450 ANNUAL PLANNED PREMIUM*
                            ASSUMING MAXIMUM CHARGES


<TABLE>
<CAPTION>
                                0% Hypothetical                 6% Hypothetical                    12% Hypothetical
                            Gross Investment Return         Gross Investment Return             Gross Investment Return
                            -----------------------         -----------------------             -----------------------
End Of     Accumulated     Policy     Cash      Death     Policy      Cash        Death      Policy      Cash        Death
Policy       Premiums       Value  Surrender   Benefit     Value    Surrender    Benefit      Value    Surrender    Benefit
Year (1)       (2)                    Value                           Value                              Value
                                     (3)(4)                          (3)(4)                             (3)(4)
<S>        <C>             <C>     <C>         <C>       <C>        <C>          <C>       <C>         <C>         <C>    
    1         7,823         5,740       603    505,740     6,121         984     506,121       6,503       1,366     506,503
    2         16,036       11,633     6,496    511,633    12,757       7,620     512,757      13,927       8,790     513,927
    3         24,660       17,364    10,842    517,364    19,606      13,084     519,606      22,032      15,510     522,032
    4         33,716       22,930    16,461    522,930    26,672      20,203     526,672      30,880      24,411     530,880
    5         43,224       28,326    21,905    528,326    33,953      27,533     533,953      40,535      34,115     540,535
    6         53,208       33,548    27,428    533,548    41,453      35,333     541,453      51,071      44,951     551,071
    7         63,691       38,586    32,765    538,586    49,166      43,345     549,166      62,561      56,741     562,561
    8         74,698       43,442    37,922    543,442    57,100      51,579     557,100      75,100      69,580     575,100
    9         86,255       48,106    43,103    548,106    65,248      60,245     565,248      88,776      83,772     588,776
   10         98,391       52,581    48,518    552,581    73,621      69,558     573,621     103,702      99,639     603,702
   11        111,133       56,850    53,600    556,850    82,206      78,956     582,206     119,981     116,731     619,981
   12        124,512       60,908    58,470    560,908    91,002      88,564     591,002     137,738     135,301     637,738
   13        138,560       64,748    63,123    564,748   100,006      98,381     600,006     157,110     155,484     657,110
   14        153,310       68,365    67,553    568,365   109,219     108,406     609,219     178,245     177,433     678,245
   15        168,798       71,743    71,743    571,743   118,626     118,626     618,626     201,300     201,300     701,300
   16        185,061       74,876    74,876    574,876   128,227     128,227     628,227     226,453     226,453     726,453
   17        202,136       77,735    77,735    577,735   137,994     137,994     637,994     253,878     253,878     753,878
   18        220,066       80,289    80,289    580,289   147,896     147,896     647,896     283,763     283,763     783,763
   19        238,891       82,515    82,515    582,515   157,910     157,910     657,910     316,322     316,322     816,322
   20        258,658       84,374    84,374    584,374   167,994     167,994     667,994     351,773     351,773     851,773
   21        279,414       85,839    85,839    585,839   178,115     178,115     678,115     390,367     390,367     890,367
   22        301,207       86,877    86,877    586,877   188,234     188,234     688,234     432,375     432,375     932,375
   23        324,090       87,471    87,471    587,471   198,325     198,325     698,325     478,111     478,111     978,111
   24        348,117       87,595    87,595    587,595   208,352     208,352     708,352     527,908     527,908   1,027,908
   25        373,345       87,199    87,199    587,199   218,251     218,251     718,251     582,107     582,107   1,082,107
   26        399,835       86,636    86,636    586,636   228,999     228,999     728,999     643,993     643,993   1,143,993
   27        427,649       85,439    85,439    585,439   239,571     239,571     739,571     711,659     711,659   1,211,659
   28        456,854       83,526    83,526    583,526   249,865     249,865     749,865     785,612     785,612   1,285,612
   29        487,519       80,803    80,803    580,803   259,762     259,762     759,762     866,400     866,400   1,366,400
   30        519,718       77,173    77,173    577,173   269,132     269,132     769,132     954,621     954,621   1,454,621
   31        553,526       72,549    72,549    572,549   277,848     277,848     777,848   1,050,945   1,050,945   1,550,945
   32        589,025       66,866    66,866    566,866   285,800     285,800     785,800   1,156,134   1,156,134   1,656,134
   33        626,299       60,045    60,045    560,045   292,855     292,855     792,855   1,271,015   1,271,015   1,771,015
   34        665,436       52,012    52,012    552,012   298,882     298,882     798,882   1,396,504   1,396,504   1,896,504
   35        706,531       42,666    42,666    542,666   303,710     303,710     803,710   1,533,584   1,533,584   2,033,584
   36        751,234       33,249    33,249    533,249   308,589     308,589     808,589   1,684,847   1,684,847   2,184,847
   37        798,172       22,142    22,142    522,142   311,810     311,810     811,810   1,849,971   1,849,971   2,349,971
</TABLE>


                                      A-9
<PAGE>   105
<TABLE>
<S>          <C>            <C>       <C>    <C>       <C>       <C>       <C>       <C>          <C>           <C>       
      38       847,457      9,086     9,086  509,086   313,006   313,006   813,006    2,030,105    2,030,105     2,530,105
      39       899,206      0 (5)     0 (5)  500,000   311,763   311,763   811,763    2,226,483    2,226,483     2,726,483
      40       953,543      0 (5)     0 (5)  500,000   307,666   307,666   807,666    2,440,487    2,440,487     2,940,487
      41     1,010,597      0 (5)     0 (5)  500,000   300,380   300,380   800,380    2,673,747    2,673,747     3,173,747
      42     1,070,503      0 (5)     0 (5)  500,000   289,568   289,568   789,568    2,928,076    2,928,076     3,428,076
      43     1,133,405      0 (5)     0 (5)  500,000   274,905   274,905   774,905    3,205,504    3,205,504     3,705,504
      44     1,199,451      0 (5)     0 (5)  500,000   256,091   256,091   756,091    3,508,312    3,508,312     4,008,312
      45     1,268,801      0 (5)     0 (5)  500,000   232,723   232,723   732,723    3,838,930    3,838,930     4,338,930
      46     1,341,617      0 (5)     0 (5)  500,000   204,236   204,236   704,236    4,199,895    4,199,895     4,699,895
      47     1,418,074      0 (5)     0 (5)  500,000   169,940   169,940   669,940    4,593,902    4,593,902     5,093,902
      48     1,498,355      0 (5)     0 (5)  500,000   128,984   128,984   628,984    5,023,797    5,023,797     5,523,797
      49     1,582,649      0 (5)     0 (5)  500,000    80,418    80,418   580,418    5,492,660    5,492,660     5,992,660
      50     1,671,158      0 (5)     0 (5)  500,000    23,362    23,362   523,362    6,004,007    6,004,007     6,504,007
      51     1,764,092      0 (5)     0 (5)    0 (5)     0 (5)     0 (5)     0 (5)    6,561,871    6,561,871     7,061,871
      52     1,861,673                                                                7,170,843    7,170,843     7,670,843
      53     1,964,133                                                                7,836,053    7,836,053     8,336,053
      54     2,071,717                                                                8,563,318    8,563,318     9,063,318
      55     2,184,679                                                                9,358,962    9,358,962     9,858,962
      56     2,303,289                                                               10,229,584   10,229,584    10,741,063
      57     2,427,830                                                               11,183,178   11,183,178    11,683,178
      58     2,558,598                                                               12,227,468   12,227,468    12,727,468
      59     2,695,905                                                               13,370,889   13,370,889    13,870,889
      60     2,840,077                                                               14,621,089   14,621,089    15,121,089
      61     2,991,457                                                               15,983,806   15,983,806    16,483,806
      62     3,150,406                                                               17,460,116   17,460,116    17,960,116
      63     3,317,303                                                               19,040,273   19,040,273    19,540,273
      64     3,492,545                                                               20,691,894   20,691,894    21,191,894
      65     3,676,548                                                               22,335,999   22,335,999    22,835,999
</TABLE>

* Note that the second tier Death Benefit Guarantee Premium level of $8,930 is
paid from age 70.

     (1)  All values shown are as of the end of the policy year indicated, have
          been rounded to the nearest dollar, and assume that (a) premiums paid
          after the initial premium are received on the policy anniversary, (b)
          no policy loan has been made, (c) no partial withdrawal of the Cash
          Surrender Value has been made and (d) no premiums have been allocated
          to the Fixed Account.

     (2)  Assumes net interest of 5% compounded annually.

     (3)  Provided the No Lapse Guarantee Cumulative Premium Test has been and
          continues to be met, the No Lapse Guarantee will keep the Policy in
          force until the end of the first 5 Policy Years. Provided the
          Cumulative Premium Test or the Fund Value Test has been and continues
          to be met, the Death Benefit Guarantee will keep the Policy in force
          on all policies for the first three years and until age 100 on
          Policies issued and maintained with a minimum face amount of $250,000
          and Death Benefit Option 1; to age 85 on policies issued and
          maintained with a face amount of at least $250,000 and if Death
          benefit Option 2 is selected at any time.

     (4)  Cash Surrender Value for the first two years reflects sales charge
          limitations imposed by the S.E.C.

     (5)  Provided the Death Benefit Guarantee has been in effect, the Policy
          will have been kept in force until the end of the policy year in which
          the life insured reached attained age 85, at which time the Death
          Benefit Guarantee will expire and in the absence of additional premium
          payments, the Policy will lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-10
<PAGE>   106
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                         $15,095 ANNUAL PLANNED PREMIUM*
                            ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                              0% Hypothetical                     6% Hypothetical                     12% Hypothetical
                          Gross Investment Return             Gross Investment Return              Gross Investment Return
                          -----------------------             -----------------------              -----------------------
End Of    Accumulated   Policy      Cash       Death       Policy       Cash       Death       Policy        Cash         Death
Policy      Premiums     Value   Surrender    Benefit       Value    Surrender    Benefit       Value      Surrender     Benefit
Year (1)       (2)                  Value                               Value                                Value
                                   (3)(4)                              (3)(4)                               (3)(4)
<S>       <C>          <C>       <C>          <C>        <C>         <C>         <C>          <C>          <C>          <C>      
     1        15,850    10,718      3,338     500,000       11,479       4,098     500,000       12,242        4,861      500,000
     2        32,492    21,325     12,807     500,000       23,520      15,002     500,000       25,810       17,293      500,000
     3        49,966    31,485     15,571     500,000       35,807      19,892     500,000       40,498       24,583      500,000
     4        68,314    41,479     25,894     500,000       48,636      33,051     500,000       56,720       41,135      500,000
     5        87,580    51,327     36,089     500,000       62,056      46,817     500,000       74,666       59,427      500,000
     6       107,809    61,007     47,267     500,000       76,072      62,332     500,000       94,503       80,763      500,000
     7       129,049    70,361     60,055     500,000       90,559      80,253     500,000      116,291      105,985      500,000
     8       151,351    79,323     72,452     500,000      105,481      98,610     500,000      140,197      133,327      500,000
     9       174,768    87,943     84,508     500,000      120,915     117,479     500,000      166,525      163,090      500,000
    10       199,356    96,221     96,221     500,000      136,896     136,896     500,000      195,573      195,573      500,000
    11       225,174   104,822    104,822     500,000      154,336     154,336     500,000      228,860      228,860      500,000
    12       252,282   113,340    113,340     500,000      172,734     172,734     500,000      266,037      266,037      500,000
    13       280,746   121,739    121,739     500,000      192,117     192,117     500,000      307,557      307,557      500,000
    14       310,633   129,648    129,648     500,000      212,248     212,248     500,000      353,782      353,782      500,000
    15       342,015   137,043    137,043     500,000      233,192     233,192     500,000      405,394      405,394      500,000
    16       375,572   144,218    144,218     500,000      255,453     255,453     500,000      463,607      463,607      533,148
    17       410,807   150,628    150,628     500,000      278,610     278,610     500,000      527,816      527,816      596,432
    18       447,805   156,173    156,173     500,000      302,755     302,755     500,000      598,611      598,611      664,458
    19       486,651   160,094    160,094     500,000      327,665     327,665     500,000      676,609      676,609      737,503
    20       527,441   161,054    161,054     500,000      353,017     353,017     500,000      762,479      762,479      815,853
    21       570,269   158,682    158,682     500,000      379,204     379,204     500,000      857,279      857,279      900,143
    22       615,239   153,412    153,412     500,000      407,040     407,040     500,000      961,338      961,338    1,009,405
    23       662,458   145,966    145,966     500,000      437,384     437,384     500,000    1,075,647    1,075,647    1,129,429
    24       712,038   136,073    136,073     500,000      470,865     470,865     500,000    1,201,162    1,201,162    1,261,220
    25       764,096   123,350    123,350     500,000      506,594     506,594     531,924    1,338,912    1,338,912    1,405,858
    26       818,758   107,228    107,228     500,000      543,622     543,622     570,803    1,489,994    1,489,994    1,564,493
    27       876,152    86,931     86,931     500,000      581,953     581,953     611,051    1,655,569    1,655,569    1,738,347
    28       936,416    61,388     61,388     500,000      621,582     621,582     652,661    1,836,861    1,836,861    1,928,704
    29       999,694    29,189     29,189     500,000      662,489     662,489     695,614    2,035,158    2,035,158    2,136,916
    30     1,066,135     0 (5)      0 (5)     500,000      704,660     704,660     739,893    2,251,851    2,251,851    2,364,443
    31     1,135,899     0 (5)      0 (5)     500,000      748,481     748,481     785,905    2,489,783    2,489,783    2,614,272
    32     1,209,150     0 (5)      0 (5)     500,000      793,996     793,996     833,696    2,750,957    2,750,957    2,888,505
    33     1,286,064     0 (5)      0 (5)     500,000      841,292     841,292     883,357    3,037,725    3,037,725    3,189,612
    34     1,366,824     0 (5)      0 (5)     500,000      890,433     890,433     934,954    3,352,566    3,352,566    3,520,195
    35     1,451,622     0 (5)      0 (5)     500,000      941,483     941,483     988,557    3,698,206    3,698,206    3,883,116
    36     1,540,660     0 (5)      0 (5)     500,000      994,330     994,330   1,044,047    4,076,885    4,076,885    4,280,729
    37     1,634,149     0 (5)      0 (5)     500,000    1,050,146   1,050,146   1,092,152    4,496,485    4,496,485    4,676,344
</TABLE>


                                      A-11
<PAGE>   107
<TABLE>
<S>         <C>           <C>       <C>      <C>        <C>         <C>         <C>         <C>          <C>          <C>      
      38    1,732,314     0 (5)     0 (5)    500,000    1,109,316   1,109,316   1,142,595    4,962,559    4,962,559    5,111,435
      39    1,835,386     0 (5)     0 (5)    500,000    1,172,420   1,172,420   1,195,868    5,482,241    5,482,241    5,591,886
      40    1,943,612     0 (5)     0 (5)    500,000    1,239,963   1,239,963   1,252,362    6,063,215    6,063,215    6,123,848
      41    2,057,249     0 (5)     0 (5)    500,000    1,312,362   1,312,362   1,312,362    6,713,658    6,713,658    6,713,658
      42    2,176,568     0 (5)     0 (5)    500,000    1,388,038   1,388,038   1,388,038    7,432,035    7,432,035    7,432,035
      43    2,301,853     0 (5)     0 (5)    500,000    1,467,141   1,467,141   1,467,141    8,225,440    8,225,440    8,225,440
      44    2,433,403     0 (5)     0 (5)    500,000    1,549,825   1,549,825   1,549,825    9,101,712    9,101,712    9,101,712
      45    2,571,529     0 (5)     0 (5)    500,000    1,636,253   1,636,253   1,636,253   10,069,503   10,069,503   10,069,503
</TABLE>

* Note that the second tier Death Benefit Guarantee Premium level of $15,673 is
paid from age 70.

     (1)  All values shown are as of the end of the policy year indicated, have
          been rounded to the nearest dollar, and assume that (a) premiums paid
          after the initial premium are received on the policy anniversary, (b)
          no policy loan has been made, (c) no partial withdrawal of the Cash
          Surrender Value has been made and (d) no premiums have been allocated
          to the Fixed Account.

     (2)  Assumes net interest of 5% compounded annually.

     (3)  Provided the No Lapse Guarantee Cumulative Premium Test has been and
          continues to be met, the No Lapse Guarantee will keep the Policy in
          force until the end of the first 5 Policy Years. Provided the
          Cumulative Premium Test or the Fund Value Test has been and continues
          to be met, the Death Benefit Guarantee will keep the Policy in force
          on all policies for the first three years and until age 100 on
          Policies issued and maintained with a minimum face amount of $250,000
          and Death Benefit Option 1; to age 85 on policies issued and
          maintained with a face amount of at least $250,000 and if Death
          benefit Option 2 is selected at any time.

     (4)  Cash Surrender Value for the first two years reflects sales charge
          limitations imposed by the S.E.C.

     (5)  In the absence of additional premium payments, the Policy will lapse,
          unless the Death Benefit Guarantee is in effect.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-12
<PAGE>   108
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 1
                         $15,095 ANNUAL PLANNED PREMIUM*
                            ASSUMING MAXIMUM CHARGES


<TABLE>
<CAPTION>
                              0% Hypothetical                    6% Hypothetical                    12% Hypothetical
                          Gross Investment Return            Gross Investment Return             Gross Investment Return
                          -----------------------            -----------------------             -----------------------
End Of    Accumulated   Policy      Cash       Death      Policy       Cash       Death       Policy       Cash         Death
Policy      Premiums     Value   Surrender    Benefit      Value    Surrender    Benefit       Value     Surrender     Benefit
Year (1)       (2)                  Value                               Value                               Value
                                   (3)(4)                              (3)(4)                              (3)(4)
<S>       <C>           <C>      <C>          <C>        <C>        <C>          <C>        <C>          <C>          <C>      
    1         15,850    10,042     2,661      500,000     10,766       3,385     500,000       11,492        4,111      500,000
    2         32,492    19,892    11,375      500,000     21,970      13,452     500,000       24,138       15,621      500,000
    3         49,966    29,246    13,332      500,000     33,320      17,405     500,000       37,744       21,829      500,000
    4         68,314    38,093    22,507      500,000     44,810      29,225     500,000       52,405       36,820      500,000
    5         87,580    46,398    31,159      500,000     56,416      41,178     500,000       68,214       52,976      500,000
    6        107,809    54,130    40,390      500,000     68,116      54,376     500,000       85,281       71,541      500,000
    7        129,049    61,256    50,950      500,000     79,886      69,580     500,000      103,737       93,431      500,000
    8        151,351    67,718    60,847      500,000     91,688      84,817     500,000      123,719      116,849      500,000
    9        174,768    73,450    70,014      500,000    103,472     100,037     500,000      145,389      141,953      500,000
   10        199,356    78,380    78,380      500,000    115,192     115,192     500,000      168,944      168,944      500,000
   11        225,174    82,843    82,843      500,000    127,414     127,414     500,000      195,548      195,548      500,000
   12        252,282    86,411    86,411      500,000    139,619     139,619     500,000      224,874      224,874      500,000
   13        280,746    89,013    89,013      500,000    151,795     151,795     500,000      257,367      257,367      500,000
   14        310,633    90,579    90,579      500,000    163,939     163,939     500,000      293,580      293,580      500,000
   15        342,015    91,004    91,004      500,000    176,036     176,036     500,000      334,178      334,178      500,000
   16        375,572    90,690    90,690      500,000    188,638     188,638     500,000      380,608      380,608      500,000
   17        410,807    88,873    88,873      500,000    201,134     201,134     500,000      433,354      433,354      500,000
   18        447,805    85,270    85,270      500,000    213,442     213,442     500,000      492,795      492,795      547,003
   19        486,651    79,534    79,534      500,000    225,473     225,473     500,000      558,372      558,372      608,625
   20        527,441    71,278    71,278      500,000    237,159     237,159     500,000      630,845      630,845      675,005
   21        570,269    60,134    60,134      500,000    248,495     248,495     500,000      711,136      711,136      746,693
   22        615,239    45,662    45,662      500,000    259,487     259,487     500,000      799,301      799,301      839,266
   23        662,458    27,347    27,347      500,000    270,162     270,162     500,000      896,064      896,064      940,867
   24        712,038     4,584     4,584      500,000    280,576     280,576     500,000    1,002,209    1,002,209    1,052,319
   25        764,096     0 (5)     0 (5)      500,000    290,750     290,750     500,000    1,118,575    1,118,575    1,174,504
   26        818,758     0 (5)     0 (5)      500,000    300,663     300,663     500,000    1,246,050    1,246,050    1,308,353
   27        876,152     0 (5)     0 (5)      500,000    310,264     310,264     500,000    1,385,569    1,385,569    1,454,847
   28        936,416     0 (5)     0 (5)      500,000    319,464     319,464     500,000    1,538,102    1,538,102    1,615,007
   29        999,694     0 (5)     0 (5)      500,000    328,162     328,162     500,000    1,704,661    1,704,661    1,789,894
   30      1,066,135     0 (5)     0 (5)      500,000    336,294     336,294     500,000    1,886,319    1,886,319    1,980,635
   31      1,135,899     0 (5)     0 (5)      500,000    343,839     343,839     500,000    2,084,226    2,084,226    2,188,438
   32      1,209,150     0 (5)     0 (5)      500,000    350,809     350,809     500,000    2,299,616    2,299,616    2,414,597
   33      1,286,064     0 (5)     0 (5)      500,000    357,221     357,221     500,000    2,533,802    2,533,802    2,660,492
   34      1,366,824     0 (5)     0 (5)      500,000    363,122     363,122     500,000    2,788,207    2,788,207    2,927,617
   35      1,451,622     0 (5)     0 (5)      500,000    368,522     368,522     500,000    3,064,309    3,064,309    3,217,524
   36      1,540,660     0 (5)     0 (5)      500,000    373,388     373,388     500,000    3,363,630    3,363,630    3,531,812
   37      1,634,149     0 (5)     0 (5)      500,000    377,620     377,620     500,000    3,696,412    3,696,412    3,844,268
</TABLE>


                                      A-13
<PAGE>   109
<TABLE>
<S>          <C>           <C>      <C>     <C>       <C>       <C>       <C>       <C>         <C>         <C>      
     38      1,732,314     0 (5)    0 (5)   500,000   380,999   380,999   500,000   4,068,018   4,068,018   4,190,059
     39      1,835,386     0 (5)    0 (5)   500,000   383,101   383,101   500,000   4,484,964   4,484,964   4,574,663
     40      1,943,612     0 (5)    0 (5)   500,000   382,860   382,860   500,000   4,955,213   4,955,213   5,004,765
     41      2,057,249     0 (5)    0 (5)   500,000   377,881   377,881   500,000   5,489,246   5,489,246   5,489,246
     42      2,176,568     0 (5)    0 (5)   500,000   362,421   362,421   500,000   6,079,055   6,079,055   6,079,055
     43      2,301,853     0 (5)    0 (5)   500,000   320,390   320,390   500,000   6,730,466   6,730,466   6,730,466
     44      2,433,403     0 (5)    0 (5)   500,000   194,409   194,409   500,000   7,449,911   7,449,911   7,449,911
     45      2,571,529     0 (5)    0 (5)   500,000     0 (5)     0 (5)   500,000   8,244,497   8,244,497   8,244,497
</TABLE>

* Note that the second tier Death Benefit Guarantee Premium level of $15,673 is
paid from age 70.

     (1)  All values shown are as of the end of the policy year indicated, have
          been rounded to the nearest dollar, and assume that (a) premiums paid
          after the initial premium are received on the policy anniversary, (b)
          no policy loan has been made, (c) no partial withdrawal of the Cash
          Surrender Value has been made and (d) no premiums have been allocated
          to the Fixed Account.

     (2)  Assumes net interest of 5% compounded annually.

     (3)  Provided the No Lapse Guarantee Cumulative Premium Test has been and
          continues to be met, the No Lapse Guarantee will keep the Policy in
          force until the end of the first 5 Policy Years. Provided the
          Cumulative Premium Test or the Fund Value Test has been and continues
          to be met, the Death Benefit Guarantee will keep the Policy in force
          on all policies for the first three years and until age 100 on
          Policies issued and maintained with a minimum face amount of $250,000
          and Death Benefit Option 1; to age 85 on policies issued and
          maintained with a face amount of at least $250,000 and if Death
          benefit Option 2 is selected at any time.

     (4)  Cash Surrender Value for the first two years reflects sales charge
          limitations imposed by the S.E.C.

     (5)  In the absence of additional premium payments, the Policy will lapse,
          unless the Death Benefit Guarantee is in effect.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-14
<PAGE>   110
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                         $17,920 ANNUAL PLANNED PREMIUM
                            ASSUMING CURRENT CHARGES


<TABLE>
<CAPTION>
                              0% Hypothetical                   6% Hypothetical                      12% Hypothetical
                          Gross Investment Return           Gross Investment Return              Gross Investment Return
                          -----------------------           -----------------------              -----------------------
End Of    Accumulated   Policy       Cash       Death      Policy       Cash       Death       Policy       Cash         Death
Policy      Premiums     Value    Surrender    Benefit      Value    Surrender    Benefit       Value     Surrender     Benefit
Year (1)       (2)                   Value                               Value                               Value
                                    (3)(4)                              (3)(4)                              (3)(4)
<S>       <C>           <C>       <C>          <C>        <C>        <C>          <C>        <C>          <C>          <C>      
     1        18,816     13,395      5,019     513,395     14,316       5,940     514,316       15,239        6,863      515,239
     2        38,573     26,534     15,595     526,534     29,202      18,263     529,202       31,982       21,044      531,982
     3        59,317     39,071     23,156     539,071     44,318      28,403     544,318       50,007       34,092      550,007
     4        81,099     51,301     35,715     551,301     59,969      44,383     559,969       69,743       54,157      569,743
     5       103,970     63,247     48,009     563,247     76,193      60,954     576,193       91,379       76,140      591,379
     6       127,985     74,886     61,146     574,886     92,984      79,244     592,984      115,072      101,332      615,072
     7       153,200     86,033     75,727     586,033    110,169      99,863     610,169      140,827      130,521      640,827
     8       179,676     96,602     89,732     596,602    127,666     120,795     627,666      168,747      161,876      668,747
     9       207,476    106,646    103,211     606,646    145,531     142,095     645,531      199,091      195,656      699,091
    10       236,666    116,157    116,157     616,157    163,759     163,759     663,759      232,082      232,082      732,082
    11       267,315    125,932    125,932     625,932    183,420     183,420     683,420      269,430      269,430      769,430
    12       299,497    135,482    135,482     635,482    203,880     203,880     703,880      310,584      310,584      810,584
    13       333,287    144,757    144,757     644,757    225,119     225,119     725,119      355,885      355,885      855,885
    14       368,768    153,249    153,249     653,249    246,645     246,645     746,645      405,223      405,223      905,223
    15       406,022    160,912    160,912     660,912    268,410     268,410     768,410      458,955      458,955      958,955
    16       445,139    167,322    167,322     667,322    289,978     289,978     789,978      517,081      517,081    1,017,081
    17       486,212    172,503    172,503     672,503    311,346     311,346     811,346      580,064      580,064    1,080,064
    18       529,339    176,288    176,288     676,288    332,314     332,314     832,314      648,218      648,218    1,148,218
    19       574,622    177,544    177,544     677,544    351,677     351,677     851,677      720,855      720,855    1,220,855
    20       622,169    174,300    174,300     674,300    367,289     367,289     867,289      796,311      796,311    1,296,311
    21       672,093    166,155    166,155     666,155    378,503     378,503     878,503      874,386      874,386    1,374,386
    22       724,514    154,038    154,038     654,038    386,008     386,008     886,008      956,270      956,270    1,456,270
    23       779,556    139,323    139,323     639,323    390,998     390,998     890,998    1,043,764    1,043,764    1,543,764
    24       837,350    121,938    121,938     621,938    393,247     393,247     893,247    1,137,338    1,137,338    1,637,338
    25       898,033    101,749    101,749     601,749    392,454     392,454     892,454    1,237,445    1,237,445    1,737,445
    26       961,751     78,498     78,498     578,498    388,174     388,174     888,174    1,344,452    1,344,452    1,844,452
    27     1,028,654     51,847     51,847     551,847    379,859     379,859     879,859    1,458,675    1,458,675    1,958,675
    28     1,098,903     21,356     21,356     521,356    366,822     366,822     866,822    1,580,349    1,580,349    2,080,349
    29     1,172,664      0 (5)      0 (5)     500,000    348,305     348,305     848,305    1,709,692    1,709,692    2,209,692
    30     1,250,113      0 (5)      0 (5)     500,000    323,654     323,654     823,654    1,847,086    1,847,086    2,347,086
    31     1,331,435      0 (5)      0 (5)       0 (5)    297,831     297,831     797,831    1,998,773    1,998,773    2,498,773
    32     1,416,823                                      270,497     270,497     770,497    2,165,949    2,165,949    2,665,949
    33     1,506,480                                      241,888     241,888     741,888    2,350,548    2,350,548    2,850,548
    34     1,600,620                                      211,862     211,862     711,862    2,554,300    2,554,300    3,054,300
    35     1,699,467                                      180,304     180,304     680,304    2,779,156    2,779,156    3,279,156
    36     1,803,256                                      145,228     145,228     645,228    3,025,343    3,025,343    3,525,343
    37     1,912,235                                      104,170     104,170     604,170    3,292,714    3,292,714    3,792,714
</TABLE>


                                      A-15
<PAGE>   111
<TABLE>
<S>         <C>                                        <C>         <C>       <C>       <C>         <C>         <C>      
    38      2,026,663                                  56,503      56,503    556,503   3,583,115   3,583,115   4,083,115
    39      2,146,812                                   4,153       4,153    504,153   3,901,243   3,901,243   4,401,243
    40      2,272,969                                   0 (5)       0 (5)      0 (5)   4,252,119   4,252,119   4,752,119
    41      2,405,433                                                                  4,637,739   4,637,739   5,137,739
    42      2,544,521                                                                  5,050,706   5,050,706   5,550,706
    43      2,690,563                                                                  5,484,149   5,484,149   5,984,149
    44      2,843,907                                                                  5,920,753   5,920,753   6,420,753
    45      3,004,918                                                                  6,321,954   6,321,954   6,821,954
</TABLE>

     (1)  All values shown are as of the end of the policy year indicated, have
          been rounded to the nearest dollar, and assume that (a) premiums paid
          after the initial premium are received on the policy anniversary, (b)
          no policy loan has been made, (c) no partial withdrawal of the Cash
          Surrender Value has been made and (d) no premiums have been allocated
          to the Fixed Account.

     (2)  Assumes net interest of 5% compounded annually.

     (3)  Provided the No Lapse Guarantee Cumulative Premium Test has been and
          continues to be met, the No Lapse Guarantee will keep the Policy in
          force until the end of the first 5 Policy Years. Provided the
          Cumulative Premium Test or the Fund Value Test has been and continues
          to be met, the Death Benefit Guarantee will keep the Policy in force
          on all policies for the first three years and until age 100 on
          Policies issued and maintained with a minimum face amount of $250,000
          and Death Benefit Option 1; to age 85 on policies issued and
          maintained with a face amount of at least $250,000 and if Death
          benefit Option 2 is selected at any time.

     (4)  Cash Surrender Value for the first two years reflects sales charge
          limitations imposed by the S.E.C.

     (5)  Provided the Death Benefit Guarantee has been in effect, the Policy
          will have been kept in force until the end of the policy year in which
          the life insured reached attained age 85, at which time the Death
          Benefit Guarantee will expire and in the absence of additional premium
          payments, the Policy will lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-16
<PAGE>   112
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                     MALE NON-SMOKER ISSUE AGE 55 (STANDARD)
                   $500,000 FACE AMOUNT DEATH BENEFIT OPTION 2
                         $17,920 ANNUAL PLANNED PREMIUM
                            ASSUMING MAXIMUM CHARGES


<TABLE>
<CAPTION>
                              0% Hypothetical                    6% Hypothetical                     12% Hypothetical
                          Gross Investment Return            Gross Investment Return              Gross Investment Return
                          -----------------------            -----------------------              -----------------------
End Of    Accumulated   Policy       Cash       Death      Policy       Cash       Death       Policy       Cash         Death
Policy      Premiums     Value    Surrender    Benefit      Value    Surrender    Benefit       Value     Surrender     Benefit
Year (1)       (2)                   Value                               Value                               Value
                                    (3)(4)                              (3)(4)                              (3)(4)
<S>       <C>           <C>       <C>          <C>        <C>        <C>          <C>        <C>          <C>          <C>      
     1         18,816    12,622      4,246     512,622     13,500       5,124     513,500       14,381        6,005      514,381
     2         38,573    24,910     13,971     524,910     27,442      16,503     527,442       30,083       19,144      530,083
     3         59,317    36,547     20,633     536,547     41,511      25,596     541,511       46,895       30,980      546,895
     4         81,099    47,513     31,928     547,513     55,677      40,092     555,677       64,891       49,306      564,891
     5        103,970    57,759     42,520     557,759     69,883      54,644     569,883       84,126       68,887      584,126
     6        127,985    67,239     53,499     567,239     84,069      70,329     584,069      104,660       90,920      604,660
     7        153,200    75,904     65,598     575,904     98,168      87,862     598,168      126,554      116,248      626,554
     8        179,676    83,680     76,809     583,680    112,085     105,214     612,085      149,849      142,978      649,849
     9        207,476    90,478     87,043     590,478    125,705     122,270     625,705      174,573      171,138      674,573
    10        236,666    96,209     96,209     596,209    138,905     138,905     638,905      200,754      200,754      700,754
    11        267,315   101,273    101,273     601,273    152,275     152,275     652,275      229,489      229,489      729,489
    12        299,497   105,144    105,144     605,144    165,092     165,092     665,092      260,030      260,030      760,030
    13        333,287   107,744    107,744     607,744    177,232     177,232     677,232      292,466      292,466      792,466
    14        368,768   109,002    109,002     609,002    188,574     188,574     688,574      326,901      326,901      826,901
    15        406,022   108,817    108,817     608,817    198,958     198,958     698,958      363,416      363,416      863,416
    16        445,139   107,027    107,027     607,027    208,153     208,153     708,153      402,035      402,035      902,035
    17        486,212   103,440    103,440     603,440    215,885     215,885     715,885      442,750      442,750      942,750
    18        529,339    97,801     97,801     597,801    221,797     221,797     721,797      485,480      485,480      985,480
    19        574,622    89,826     89,826     589,826    225,484     225,484     725,484      530,105      530,105    1,030,105
    20        622,169    79,249     79,249     579,249    226,539     226,539     726,539      576,506      576,506    1,076,506
    21        672,093    65,911     65,911     565,911    224,639     224,639     724,639      624,659      624,659    1,124,659
    22        724,514    49,660     49,660     549,660    219,456     219,456     719,456      674,547      674,547    1,174,547
    23        779,556    30,379     30,379     530,379    210,678     210,678     710,678      726,181      726,181    1,226,181
    24        837,350     7,987      7,987     507,987    198,015     198,015     698,015      779,613      779,613    1,279,613
    25        898,033     0 (5)      0 (5)     500,000    181,075     181,075     681,075      834,810      834,810    1,334,810
    26        961,751     0 (5)      0 (5)     500,000    159,309     159,309     659,309      891,588      891,588    1,391,588
    27      1,028,654     0 (5)      0 (5)     500,000    132,038     132,038     632,038      949,637      949,637    1,449,637
    28      1,098,903     0 (5)      0 (5)     500,000     98,425      98,425     598,425    1,008,487    1,008,487    1,508,487
    29      1,172,664     0 (5)      0 (5)     500,000     57,534      57,534     557,534    1,067,550    1,067,550    1,567,550
    30      1,250,113     0 (5)      0 (5)     500,000      8,500       8,500     508,500    1,126,298    1,126,298    1,626,298
    31      1,331,435     0 (5)      0 (5)       0 (5)      0 (5)       0 (5)       0 (5)    1,184,292    1,184,292    1,684,292
    32      1,416,823                                                                        1,241,186    1,241,186    1,741,186
    33      1,506,480                                                                        1,296,657    1,296,657    1,796,657
    34      1,600,620                                                                        1,350,501    1,350,501    1,850,501
    35      1,699,467                                                                        1,402,390    1,402,390    1,902,390
    36      1,803,256                                                                        1,451,856    1,451,856    1,951,856
    37      1,912,235                                                                        1,498,250    1,498,250    1,998,250
    38      2,026,663                                                                        1,540,590    1,540,590    2,040,590
</TABLE>


                                      A-17
<PAGE>   113
<TABLE>
<S>         <C>                                                                     <C>          <C>         <C>      
    39      2,146,812                                                               1,577,416    1,577,416   2,077,416
    40      2,272,969                                                               1,605,444    1,605,444   2,105,444
    41      2,405,433                                                               1,618,342    1,618,342   2,118,342
    42      2,544,521                                                               1,603,854    1,603,854   2,103,854
    43      2,690,563                                                               1,537,510    1,537,510   2,037,510
    44      2,843,907                                                               1,370,665    1,370,665   1,870,665
    45      3,004,918                                                               1,006,378    1,006,378   1,506,378
</TABLE>

     (1)  All values shown are as of the end of the policy year indicated, have
          been rounded to the nearest dollar, and assume that (a) premiums paid
          after the initial premium are received on the policy anniversary, (b)
          no policy loan has been made, (c) no partial withdrawal of the Cash
          Surrender Value has been made and (d) no premiums have been allocated
          to the Fixed Account.

     (2)  Assumes net interest of 5% compounded annually.

     (3)  Provided the No Lapse Guarantee Cumulative Premium Test has been and
          continues to be met, the No Lapse Guarantee will keep the Policy in
          force until the end of the first 5 Policy Years. Provided the
          Cumulative Premium Test or the Fund Value Test has been and continues
          to be met, the Death Benefit Guarantee will keep the Policy in force
          on all policies for the first three years and until age 100 on
          Policies issued and maintained with a minimum face amount of $250,000
          and Death Benefit Option 1; to age 85 on policies issued and
          maintained with a face amount of at least $250,000 and if Death
          benefit Option 2 is selected at any time.

     (4)  Cash Surrender Value for the first two years reflects sales charge
          limitations imposed by the S.E.C.

     (5)  Provided the Death Benefit Guarantee has been in effect, the Policy
          will have been kept in force until the end of the policy year in which
          the life insured reached attained age 85, at which time the Death
          Benefit Guarantee will expire and in the absence of additional premium
          payments, the Policy will lapse.

The policy value, cash surrender value and the death benefit will differ if
premiums are paid in different amounts or frequencies. It is emphasized that the
hypothetical investment returns are illustrative only, and should not be deemed
a representation of past or future results. Actual investment returns may be
more or less than those shown and will depend on a number of factors, including
the investment allocation made by the policyowner, and the investment returns
for the funds of Manufacturers Investment Trust. The policy value, cash
surrender value and death benefit for a policy would be different from those
shown if actual rates of investment return averaged the rate shown above over a
period of years, but also fluctuated above or below that average for individual
policy years. No representations can be made that these hypothetical rates of
return can be achieved for any one year or sustained over any period of time.


                                      A-18
<PAGE>   114
APPENDIX B

DEFINITIONS

The following terms have the following meanings when used in this Prospectus:

ADDITIONAL RATING -- an addition to the cost of insurance rate for insureds who
do not meet at least the underwriting requirements of the standard risk class.

BUSINESS DAY -- any day that the New York Stock Exchange is open for trading.
The net asset value of the underlying shares of a sub-account of the Separate
Account will be determined at the end of each Business Day.

CASH SURRENDER VALUE -- the Policy Value less the deferred sales charge, the
deferred underwriting charge and any outstanding monthly deductions due.

CUMULATIVE PREMIUM TEST -- a test that, if satisfied in the first three policy
years and, where applicable, if satisfied in subsequent policy years, will
maintain the Death Benefit Guarantee. To satisfy the Cumulative Premium Test,
the sum of premiums paid, less withdrawals, and less policy loans, must equal or
exceed the sum of Death Benefit Guarantee Premiums since issue as at the
beginning of each policy month.

DEATH BENEFIT GUARANTEE -- Manufacturers Life of America's guarantee that the
Policy will not go into default even if a combination of policy loans, adverse
investment experience or other factors should cause the Policy's Net Cash
Surrender Value to be insufficient to meet the monthly deductions due at the
beginning of a policy month.

DEATH BENEFIT GUARANTEE PREMIUM -- a measure of premium used in determining
compliance with the Cumulative Premium Test. The Death Benefit Guarantee Premium
as an annual amount is established by the Company based on issue age, sex
(unless unisex rates are required by law), risk class, death benefit option,
supplementary benefits and additional ratings. The Death Benefit Guarantee
Premium, which is set forth in the Policy, will increase, when the policyowner
reaches attained age 70, to an amount as specified in the Policy.

EFFECTIVE DATE -- the date that Manufacturers Life of America becomes obligated
under the Policy and when the first monthly deductions are taken.

FIXED ACCOUNT -- that part of the Policy Value which reflects the value the
policyowner has in the general account of Manufacturers Life of America.

FUND VALUE TEST -- a test which, if satisfied in applicable policy years will
maintain the Death Benefit Guarantee feature. To satisfy the Fund Value Test,
the Gross Single Premium at the beginning of any applicable policy month must
not be greater than the Net Policy Value.

GROSS SINGLE PREMIUM -- the amount of premium needed to endow the Policy to the
expiration of the Death Benefit Guarantee assuming 4% interest and current
charges.

GUIDELINE ANNUAL PREMIUM -- an amount defined by S.E.C. regulation. It is used
to determine maximum sales charges that may be deducted during the first two
years following issuance of a Policy.

INITIAL PREMIUM -- at least 1/12 of the Target Premium. The Initial Premium must
be received within 60 days after the policy date.


                                      B-1
<PAGE>   115
INVESTMENT ACCOUNT -- that part of the Policy Value which reflects the value the
policyowner has in one of the sub-accounts of the Separate Account.

ISSUE AGE -- the age on the nearest birthday, at policy date, as shown in the
Policy.

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

MODIFIED POLICY DEBT -- as of any date, the Policy Debt plus the amount of
interest to be charged to the next policy anniversary, all discounted from the
next policy anniversary to such date at an annual rate of 4%.

MONTHLY DEATH BENEFIT GUARANTEE PREMIUM -- 1/12 of the Death Benefit Guarantee
Premium.

MONTHLY NO LAPSE GUARANTEE PREMIUM -- 1/12 of the No Lapse Guarantee Premium.

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

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

NET PREMIUM -- amount of premium allocated to the Investment Accounts or Fixed
Account. It equals gross premiums less the deduction for state, local and
federal taxes.

NO LAPSE GUARANTEE -- Manufacturers Life of America guarantees that the Policy
will not go into default even if a combination of Policy loans, adverse
investment experience and other factors should cause the Policy's Net Cash
Surrender Value to be insufficient to meet the monthly deductions due at the
beginning of a policy month. In Illinois this benefit is known as the Minimum
Premium Guarantee.

NO LAPSE GUARANTEE CUMULATIVE PREMIUM TEST -- a test that, if satisfied in the
No Lapse Guarantee Period, will maintain the No Lapse Guarantee. To satisfy the
No Lapse Guarantee Cumulative Premium Test, the sum of premiums paid, less
withdrawals, and less Policy loans must equal or exceed the sum of No Lapse
Guarantee Premiums since issue as at the beginning of each policy month.

NO LAPSE GUARANTEE PERIOD -- is the first 5 policy years for life insureds with
an issue age up to and including 85. It is not offered to life insureds whose
Issue Age exceeds 85.

NO LAPSE GUARANTEE PREMIUM -- is a measure of premium used in determining
compliance with the No Lapse Guarantee Cumulative Premium Test. The No Lapse
Guarantee premium for each policyowner is set forth in the Policy.

PLANNED PREMIUM -- The premium the policyowner plans to pay periodically.
Subject to certain requirements of law, the Planned Premium may be changed at
any time.

POLICY DATE -- The date from which policy years, policy months and policy
anniversaries are determined. Monthly deductions are due on the policy date. If
a check for at least the Initial Premium accompanies the application, the policy
date is the date the application and check are received at the Service office.
If an application accepted by the Company is not accompanied by a check for the
Initial Premium, the policy will be issued with a policy date which is 7 days
after issuance of the policy.

POLICY DEBT -- as of any date, the aggregate amount of policy loans, including
borrowed interest, less any loan repayments.

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


                                      B-2
<PAGE>   116
SELECT LOAN -- A loan on which the differential between the interest credited
and the interest charged is currently 0%; provided, however, if at some time in
the future it is determined that the current differential could cause the loan
to be treated as a taxable distribution under any applicable ruling, regulation
or court decision, Manufacturers Life of America has the right to increase the
differential on all subsequent Select Loans either (i) to an amount that may be
presented in such ruling, regulation or court decision that would result in the
transaction being treated as a loan under federal tax law or (ii) if no amount
is prescribed, to an amount that Manufacturers Life of America feels would be
more likely to result in the transaction being treated as a loan under Federal
tax law.

SELECT LOAN AMOUNT -- the amount of any Select Loan.

SERVICE OFFICE -- the office designated to service the Policies, which is shown
on the cover page of this prospectus.

SURRENDER CHARGE PERIOD -- the period (set forth in Table 1 under the heading
"Charges and Deductions - Surrender Charges" in this prospectus) following
issuance of the Policy or any increase in face amount during which surrender
charges may be assessed if the Policy is surrendered or lapsed, the face amount
is decreased or a partial withdrawal takes place.

TARGET PREMIUM -- a premium amount used to measure the maximum deferred sales
charge under a Policy. The Target Premium for the initial face amount is set
forth in the Policy. The policyowner will be advised of the Target Premium for
any increase in face amount.

WITHDRAWAL TIER AMOUNT -- as of any date, the net Cash Surrender Value at the
previous anniversary multiplied by 10%.


                                      B-3
<PAGE>   117
APPENDIX C

The maximum deferred sales charge is 50% of premiums received up to a specified
number of Target Premiums that varies (from -0.180 to 3.031) with the issue age
of the life insured, the face amount of the Policy and the amount of any
increase. Beginning after two policy years, that maximum deferred sales charge
decreases over time according to a pattern that varies with the issue age of the
life insured. In all cases, the deferred sales charge is eliminated entirely by
the last month of the 15th policy year. The same pattern applies to sales
charges occasioned by face amount increases, with time periods and issue age
computed using the date of the increase in face amount rather than the Policy
Date.

The following tables show the percentage of the maximum sales charge that would
be applicable in the last month of the years shown. The percentages for other
months would be derived by interpolation.

If the transaction occurs in the last month of


<TABLE>
<CAPTION>
                                                                   ISSUE AGE
POLICY       ---------------------------------------------------------------------------------------------------------------------
YEAR*          0             1             2             3             4             5             6            7             8
- ------       ------        ------        ------        ------        ------        ------        ------       ------        ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>          <C>           <C>   
  1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000        1.0000
  2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000        1.0000
  3          0.9666        0.9500        0.9642        0.9444        0.9555        0.9811        0.9843       0.9866        0.9885
  4          0.9666        0.9500        0.9285        0.9444        0.9555        0.9622        0.9687       0.9600        0.9655
  5          0.9333        0.9000        0.8928        0.9166        0.9111        0.9433        0.9531       0.9466        0.9540
  6          0.9333        0.9000        0.8928        0.9166        0.9111        0.9433        0.9531       0.9466        0.9540
  7          0.9333        0.9000        0.8928        0.9166        0.9111        0.9433        0.9531       0.9466        0.9540
  8          0.9333        0.9000        0.8928        0.9166        0.9111        0.9433        0.9531       0.9466        0.9540
  9          0.8503        0.8503        0.8503        0.8503        0.8503        0.8503        0.8503       0.8503        0.8503
  10         0.6803        0.6803        0.6803        0.6803        0.6803        0.6803        0.6803       0.6803        0.6803
  11         0.5442        0.5442        0.5442        0.5442        0.5442        0.5442        0.5442       0.5442        0.5442
  12         0.4082        0.4082        0.4082        0.4082        0.4082        0.4082        0.4082       0.4082        0.4082
  13         0.2721        0.2721        0.2721        0.2721        0.2721        0.2721        0.2721       0.2721        0.2721
  14         0.1361        0.1361        0.1361        0.1361        0.1361        0.1361        0.1361       0.1361        0.1361
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000        0.0000
</TABLE>


<TABLE>
<CAPTION>
                                                     ISSUE AGE
POLICY       ------------------------------------------------------------------------------------------
YEAR*          9             10            11            12            13            14            15
- ------       ------        ------        ------        ------        ------        ------        ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>   
  1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000
  2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000
  3          0.9861        0.9873        0.9885        0.9895        0.9875        0.9940        0.9898
  4          0.9696        0.9734        0.9765        0.9722        0.9751        0.9831        0.9796
  5          0.9595        0.9646        0.9609        0.9652        0.9689        0.9719        0.9695
  6          0.9595        0.9646        0.9609        0.9652        0.9689        0.9719        0.9695
  7          0.9595        0.9646        0.9609        0.9652        0.9689        0.9719        0.9695
  8          0.9595        0.9646        0.9609        0.9652        0.9689        0.9719        0.9695
  9          0.8503        0.8503        0.8503        0.8503        0.8503        0.8503        0.8503
</TABLE>


                                      C-1
<PAGE>   118
<TABLE>
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>   
  10         0.6803        0.6803        0.6803        0.6803        0.6803        0.6803        0.6803
  11         0.5442        0.5442        0.5442        0.5442        0.5442        0.5442        0.5442
  12         0.4082        0.4082        0.4082        0.4082        0.4082        0.4082        0.4082
  13         0.2721        0.2721        0.2721        0.2721        0.2721        0.2721        0.2721
  14         0.1361        0.1361        0.1361        0.1361        0.1361        0.1361        0.1361
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
</TABLE>


<TABLE>
<CAPTION>
                                                                   ISSUE AGE
POLICY       ---------------------------------------------------------------------------------------------------------------------
YEAR*          16            17            18            19            20            21            22           23            24
- ------       ------        ------        ------        ------        ------        ------        ------       ------        ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>          <C>           <C>   
  1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000        1.0000
  2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000        1.0000
  3          0.9912        0.9872        0.9884        0.9842        0.9903        0.9867        0.9878       0.9887        0.9896
  4          0.9788        0.9795        0.9768        0.9789        0.9806        0.9778        0.9796       0.9804        0.9792
  5          0.9718        0.9681        0.9653        0.9631        0.9661        0.9646        0.9674       0.9699        0.9688
  6          0.9667        0.9667        0.9653        0.9631        0.9661        0.9646        0.9674       0.9699        0.9688
  7          0.9333        0.9333        0.9333        0.9333        0.9333        0.9396        0.9396       0.9396        0.9396
  8          0.9000        0.9000        0.9000        0.9000        0.9000        0.9060        0.9060       0.9060        0.9060
  9          0.8333        0.8333        0.8333        0.8333        0.8333        0.8389        0.8389       0.8389        0.8389
  10         0.6667        0.6667        0.6667        0.6667        0.6667        0.6711        0.6711       0.6711        0.6711
  11         0.5333        0.5333        0.5333        0.5333        0.5333        0.5369        0.5369       0.5369        0.5369
  12         0.4000        0.4000        0.4000        0.4000        0.4000        0.4027        0.4027       0.4027        0.4027
  13         0.2667        0.2667        0.2667        0.2667        0.2667        0.2685        0.2685       0.2685        0.2685
  14         0.1330        0.1330        0.1330        0.1330        0.1330        0.1342        0.1342       0.1342        0.1342
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000        0.0000
</TABLE>


<TABLE>
<CAPTION>
                                                     ISSUE AGE
POLICY       ------------------------------------------------------------------------------------------
YEAR*          25            26            27            28            29            30            31
- ------       ------        ------        ------        ------        ------        ------        ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>   
  1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000
  2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000
  3          0.9901        0.9885        0.9889        0.9897        0.9887        0.9889        0.9885
  4          0.9803        0.9793        0.9779        0.9770        0.9757        0.9772        0.9771
  5          0.9679        0.9678        0.9678        0.9659        0.9644        0.9650        0.9624
  6          0.9679        0.9678        0.9678        0.9659        0.9644        0.9650        0.9624
  7          0.9396        0.9432        0.9469        0.9507        0.9545        0.9583        0.9622
  8          0.9060        0.9122        0.9184        0.9247        0.9310        0.9375        0.9441
  9          0.8389        0.8446        0.8503        0.8562        0.8621        0.8681        0.8741
  10         0.6711        0.6757        0.6803        0.6849        0.6897        0.6944        0.6993
  11         0.5369        0.5405        0.5442        0.5479        0.5517        0.5556        0.5594
  12         0.4027        0.4054        0.4082        0.4110        0.4138        0.4167        0.4196
</TABLE>


                                      C-2
<PAGE>   119
<TABLE>
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>   
  13         0.2685        0.2703        0.2721        0.2740        0.2759        0.2778        0.2797
  14         0.1342        0.1351        0.1361        0.1370        0.1379        0.1389        0.1399
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
</TABLE>


*Months not shown may be calculated by interpolation.
If the transaction occurs in the last month of


<TABLE>
<CAPTION>
                                                                   ISSUE AGE
POLICY       ---------------------------------------------------------------------------------------------------------------------
YEAR*          32            33            34            35            36            37            38           39            40
- ------       ------        ------        ------        ------        ------        ------        ------       ------        ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>          <C>           <C>   
  1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000        1.0000
  2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000        1.0000
  3          0.9878        0.9886        0.9883        0.9888        0.9860        0.9859        0.9868       0.9858        0.9849
  4          0.9741        0.9758        0.9751        0.9739        0.9733        0.9728        0.9725       0.9714        0.9706
  5          0.9634        0.9630        0.9614        0.9602        0.9593        0.9577        0.9573       0.9572        0.9529
  6          0.9634        0.9630        0.9614        0.9602        0.9593        0.9577        0.9573       0.9572        0.9529
  7          0.9634        0.9630        0.9614        0.9602        0.9593        0.9577        0.9573       0.9572        0.9529
  8          0.9507        0.9574        0.9614        0.9602        0.9593        0.9577        0.9573       0.9572        0.9529
  9          0.8803        0.8865        0.8929        0.8993        0.8999        0.9006        0.9012       0.9019        0.9025
  10         0.7042        0.7092        0.7143        0.7194        0.7199        0.7205        0.7210       0.7215        0.7220
  11         0.5634        0.5674        0.5714        0.5755        0.5760        0.5764        0.5768       0.5772        0.5776
  12         0.4225        0.4255        0.4286        0.4317        0.4320        0.4323        0.4326       0.4329        0.4332
  13         0.2817        0.2837        0.2857        0.2878        0.2880        0.2882        0.2884       0.2886        0.2888
  14         0.1408        0.1418        0.1429        0.1439        0.1440        0.1441        0.1442       0.1443        0.1444
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000        0.0000
</TABLE>


<TABLE>
<CAPTION>
                                                     ISSUE AGE
POLICY       ------------------------------------------------------------------------------------------
YEAR*          41            42            43            44            45            46            47
- ------       ------        ------        ------        ------        ------        ------        ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>   
  1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000
  2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000
  3          0.9850        0.9828        0.9839        0.9822        0.9833        0.9819        0.9808
  4          0.9692        0.9680        0.9664        0.9651        0.9659        0.9639        0.9627
  5          0.9526        0.9501        0.9496        0.9480        0.9473        0.9446        0.9425
  6          0.9526        0.9501        0.9496        0.9480        0.9473        0.9446        0.9425
  7          0.9526        0.9501        0.9496        0.9480        0.9473        0.9190        0.9176
  8          0.9526        0.9501        0.9496        0.9480        0.9473        0.9117        0.9104
  9          0.9032        0.9038        0.9045        0.9051        0.9058        0.9045        0.9032
  10         0.7225        0.7231        0.7236        0.7241        0.7246        0.7236        0.7225
  11         0.5780        0.5785        0.5789        0.5793        0.5797        0.5789        0.5780
  12         0.4335        0.4338        0.4342        0.4345        0.4348        0.4342        0.4335
  13         0.2890        0.2892        0.2894        0.2896        0.2899        0.2894        0.2890
  14         0.1445        0.1446        0.1447        0.1448        0.1449        0.1447        0.1445
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
</TABLE>


                                      C-3
<PAGE>   120
<TABLE>
<CAPTION>
                                                                   ISSUE AGE
POLICY       ---------------------------------------------------------------------------------------------------------------------
YEAR*          48            49            50            51            52            53            54           55            56
- ------       ------        ------        ------        ------        ------        ------        ------       ------        ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>          <C>           <C>   
  1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000        1.0000
  2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000        1.0000
  3          0.9809        0.9796        0.9786        0.9795        0.9779        0.9770        0.9763       0.9761        0.9738
  4          0.9619        0.9598        0.9577        0.9573        0.9563        0.9541        0.9523       0.9512        0.9477
  5          0.9418        0.9385        0.9354        0.9351        0.9330        0.9300        0.9268       0.9250        0.9207
  6          0.9365        0.9251        0.9137        0.9023        0.8910        0.8797        0.8684       0.8571        0.8689
  7          0.9163        0.9150        0.9101        0.8567        0.8032        0.7498        0.6963       0.6429        0.6517
  8          0.9091        0.9078        0.9029        0.8080        0.7132        0.6183        0.5235       0.4286        0.4345
  9          0.9019        0.9006        0.8993        0.7623        0.6253        0.4883        0.3513       0.2143        0.2172
  10         0.7215        0.7205        0.7194        0.5755        0.4316        0.2878        0.1439       0.0000        0.0000
  11         0.5772        0.5764        0.5755        0.4316        0.2876        0.1439        0.0000       0.0000        0.0000
  12         0.4329        0.4323        0.4317        0.2878        0.1439        0.0000        0.0000       0.0000        0.0000
  13         0.2886        0.2882        0.2878        0.1439        0.0000        0.0000        0.0000       0.0000        0.0000
  14         0.1443        0.1441        0.1439        0.0000        0.0000        0.0000        0.0000       0.0000        0.0000
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000        0.0000
</TABLE>


<TABLE>
<CAPTION>
                                                     ISSUE AGE
POLICY       ------------------------------------------------------------------------------------------
YEAR*          57            58            59            60            61            62            63
- ------       ------        ------        ------        ------        ------        ------        ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>   
  1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000
  2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000
  3          0.9731        0.9720        0.9707        0.9711        0.9700        0.9690        0.9678
  4          0.9460        0.9441        0.9417        0.9410        0.9389        0.9367        0.9341
  5          0.9192        0.9160        0.9128        0.9109        0.9078        0.9044        0.9006
  6          0.8811        0.8939        0.9071        0.9087        0.9039        0.8986        0.8937
  7          0.6608        0.6704        0.6803        0.6907        0.7015        0.7128        0.7247
  8          0.4406        0.4469        0.4536        0.4605        0.4677        0.4752        0.4831
  9          0.2203        0.2235        0.2268        0.2302        0.2338        0.2376        0.2416
  10         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
  11         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
  12         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
  13         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
  14         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000
</TABLE>


                                      C-4
<PAGE>   121
<TABLE>
<CAPTION>
                                                             ISSUE AGE
POLICY        ------------------------------------------------------------------------------------------------------
YEAR*           64            65            66            67            68            69            70          71
- ------        ------        ------        ------        ------        ------        ------        ------      ------
<S>           <C>           <C>           <C>           <C>           <C>           <C>           <C>         <C>   
   1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000      1.0000
   2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000      1.0000
   3          0.9650        0.9638        0.9637        0.9612        0.9597        0.9573        0.9572      0.9559
   4          0.9315        0.9277        0.9261        0.9224        0.9196        0.9158        0.9144      0.9129
   5          0.8966        0.8916        0.8874        0.8836        0.8796        0.8745        0.8727      0.8700
   6          0.8872        0.8823        0.8769        0.8719        0.8665        0.8612        0.8582      0.8554
   7          0.7370        0.7500        0.7500        0.7500        0.7500        0.7500        0.7500      0.7500
   8          0.4914        0.5000        0.5000        0.5000        0.5000        0.5000        0.5000      0.5000
   9          0.2457        0.2500        0.2500        0.2500        0.2500        0.2500        0.2500      0.2500
  10          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  11          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  12          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  13          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  14          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  15          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
</TABLE>


<TABLE>
<CAPTION>
                                                            ISSUE AGE
POLICY       -------------------------------------------------------------------------------------------------------
YEAR*          72            73            74            75            76            77            78           79
- ------       ------        ------        ------        ------        ------        ------        ------       ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>          <C>   
   1         1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000
   2         1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000       1.0000
   3         0.9555        0.9532        0.9518        0.9504        0.9491        0.9464        0.9436       0.9422
   4         0.9113        0.9078        0.9050        0.9021        0.8982        0.8939        0.8885       0.8856
   5         0.8676        0.8623        0.8581        0.8526        0.8472        0.8404        0.8347       0.8301
   6         0.8520        0.8441        0.8387        0.8317        0.8239        0.8170        0.8099       0.8054
   7         0.7500        0.7500        0.7500        0.7500        0.7500        0.7500        0.7500       0.7500
   8         0.5000        0.5000        0.5000        0.5000        0.5000        0.5000        0.5000       0.5000
   9         0.2500        0.2500        0.2500        0.2500        0.2500        0.2500        0.2500       0.2500
  10         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  11         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  12         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  13         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  14         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
</TABLE>



*Months not shown may be calculated by interpolation.


                                      C-5
<PAGE>   122
If the transaction occurs in the last month of


<TABLE>
<CAPTION>
                                                             ISSUE AGE
POLICY        ------------------------------------------------------------------------------------------------------
YEAR*           80            81            82            83            84            85            86          87
- ------        ------        ------        ------        ------        ------        ------        ------      ------
<S>           <C>           <C>           <C>           <C>           <C>           <C>           <C>         <C>   
   1          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000      1.0000
   2          1.0000        1.0000        1.0000        1.0000        1.0000        1.0000        1.0000      1.0000
   3          0.9405        0.9388        0.9375        0.9362        0.9360        0.9345        0.9320      0.9303
   4          0.8824        0.8806        0.8777        0.8762        0.8747        0.8705        0.8663      0.8608
   5          0.8267        0.8235        0.8204        0.8176        0.8145        0.8079        0.8009      0.7899
   6          0.8016        0.7971        0.7940        0.7897        0.7842        0.7749        0.7627      0.7451
   7          0.7500        0.7500        0.7500        0.7500        0.7500        0.7405        0.7232      0.6964
   8          0.5000        0.5000        0.5000        0.5000        0.5000        0.5000        0.5000      0.5000
   9          0.2500        0.2500        0.2500        0.2500        0.2500        0.2500        0.2500      0.2500
  10          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  11          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  12          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  13          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  14          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
  15          0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000      0.0000
</TABLE>


<TABLE>
<CAPTION>
                                                            ISSUE AGE
POLICY       -------------------------------------------------------------------------------------------------------
YEAR*          88            89            90            91            92            93            94           95
- ------       ------        ------        ------        ------        ------        ------        ------       ------
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>          <C>   
   1         1.0000        1.0000        1.0000        0.0000        0.0000        0.0000        0.0000       0.0000
   2         1.0000        1.0000        1.0000        0.0000        0.0000        0.0000        0.0000       0.0000
   3         0.9261        0.9191        0.9115        0.0000        0.0000        0.0000        0.0000       0.0000
   4         0.8510        0.8357        0.8165        0.0000        0.0000        0.0000        0.0000       0.0000
   5         0.7732        0.7483        0.7136        0.0000        0.0000        0.0000        0.0000       0.0000
   6         0.7192        0.6822        0.6308        0.0000        0.0000        0.0000        0.0000       0.0000
   7         0.6597        0.6068        0.5399        0.0000        0.0000        0.0000        0.0000       0.0000
   8         0.5000        0.5000        0.4439        0.0000        0.0000        0.0000        0.0000       0.0000
   9         0.2500        0.2500        0.2500        0.0000        0.0000        0.0000        0.0000       0.0000
  10         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  11         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  12         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  13         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  14         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
  15         0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000       0.0000
</TABLE>


*Months not shown may be calculated by interpolation.


                                      C-6


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