FUND PARTICIPATION AGREEMENT





            THIS AGREEMENT is entered into as of the 1st day of May, 2003, among

The Manufacturers Life Insurance Company (U.S.A.) ("Manulife U.S.A.") and The

Manufacturers Life Insurance Company of New York "("Manulife New York")

(collectively, "Manulife"), life insurance companies organized under the laws of

the State of Michigan and New York, respectively (on behalf of themselves and

certain of their separate accounts); Manufacturers Investment Trust ("MIT"), an

open-end management investment company organized under the laws of the

Commonwealth of Massachusetts and together with Manulife having a business

address of 73 Tremont Street, Boston, Massachusetts 02108; American Funds

Insurance Series (the "Series"), an open-end management investment company

organized under the laws of the Commonwealth of Massachusetts; and Capital

Research and Management Company ("CRMC"), a corporation organized under the laws

of the State of Delaware, and having a business address of 333 South Hope

Street, Los Angeles, California 90071.



                                   WITNESSETH:



            WHEREAS, Manulife has issued or proposed to issue to the public, now

and in the future, certain variable annuity contracts and variable life

insurance policies (the "Contracts") as set forth in Schedule A; and



            WHEREAS, Manulife has established one or more separate accounts (the

"Accounts") as set forth in Schedule B, for the purposes of issuing the

Contracts and has or will register each Account (unless the Account is exempt

from such registration) with the United States Securities and Exchange

Commission (the "SEC") as a unit investment trust under the Investment Company

Act of 1940 (the "1940 Act") and pursuant to the Michigan Insurance Code in the

case of Manulife U.S.A. and the New York Insurance Code in the case of Manulife

New York; and



            WHEREAS, the Series is divided into various funds (the "Funds"),

each Fund being subject to certain fundamental investment policies which may not

be changed without a majority vote of the shareholders of such Fund; and



            WHEREAS, MIT is divided into various series or portfolios (the

"Portfolios"), each Portfolio being subject to certain fundamental investment

policies which may not be changed without a majority vote of the shareholders of

each Portfolio; and



            WHEREAS, each Account is divided into subaccounts which invest in

corresponding Portfolios as the underlying investment media for the Contracts;

and



            WHEREAS, certain Funds (through the Portfolios) will serve as the

underlying investment medium for the Contracts as set forth in Schedule C; and



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            WHEREAS, the Series has received a "Mixed and Shared Funding Order"

from the SEC granting relief from certain provisions of the 1940 Act and the

rules thereunder to the extent necessary to permit shares of the Funds to be

sold to variable annuity and life insurance separate accounts of unaffiliated

insurance companies (the "Mixed and Shared Funding Order"); and



            WHEREAS, CRMC is the investment adviser for the Series; and



            WHEREAS, each of certain of the Portfolios proposes to hold as its

only investment security shares of a corresponding Fund as set forth in Schedule

C, with each such Portfolio having the same investment objectives and

fundamental investment policies as the corresponding Fund.



            NOW, THEREFORE, in consideration of the foregoing and of mutual

covenants and conditions set forth herein and for other good and valuable

consideration, Manulife, MIT, the Series and CRMC hereby agree as follows:



1. The Series and CRMC each represents and warrants to Manulife and MIT that:

(i) a registration statement under the Securities Act of 1933 (the "1933 Act")

and under the 1940 Act with respect to the Series has been filed with the SEC in

the form previously delivered to Manulife and MIT, and copies of any and all

amendments or supplements thereto will be forwarded to Manulife at the time that

they are filed with the SEC; (ii) the Series is, and shall be at all times while

this Agreement is in force, lawfully organized and validly existing under the

laws of the Commonwealth of Massachusetts; (iii) the Series is and shall remain

registered as an open-end management investment company under the 1940 Act; (iv)

the Series' registration statement and any further amendments or supplements

thereto will, when they become effective, conform in all material respects to

the requirements of the 1933 Act and the 1940 Act, and the rules and regulations

of the SEC thereunder, and will not contain any untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein not misleading; provided, however, that this

representation and warranty shall not apply to any statements or omissions made

in reliance upon and in conformity with information furnished in writing to the

Series by Manulife expressly for use therein; and (v) the Series and CRMC will

comply with all applicable laws and regulations, including, without limitation,

the 1933 Act and the 1940 Act and the rules and regulations thereunder.



1a. The Series and CRMC represent that the Series is currently qualified as a

Regulated Investment Company under Subchapter M of the Internal Revenue Code of

1986, as amended, and the regulations thereunder (the "Code") and that each will

make every effort to maintain such qualification (under Subchapter M of the Code

or any successor or similar provision) and that each will notify Manulife and

MIT immediately upon having a reasonable basis for believing that the Series has

ceased to so qualify or that the Series might not so qualify in the future.



2. Manulife represents and warrants to the Series and CRMC that the Contracts

are or will



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be registered under the 1933 Act or are exempt from or not subject to

registration thereunder, and that the Contracts will be issued, sold and

distributed in compliance in all material respects with all applicable state and

federal laws, rules and regulations. Manulife further represents and warrants

that each Account has been, or will be, established as a segregated asset

account under applicable law and has registered or, prior to the issuance or

sale of the Contracts, will register each Account as a unit investment trust in

accordance with the 1940 Act (unless exempt from registration) to serve as

segregated asset accounts for the Contracts, and that Manulife will maintain

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