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                              AMENDED AND RESTATED

                                     BY-LAWS

                                       of

            THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA


                                    ARTICLE I

                             MEETING OF STOCKHOLDERS


     The Annual Meeting of Stockholders shall be held each year at such time and
on such date as the Board, the Chairman or the President may from time to time
determine.

     Written notice of the Annual Meeting shall be given at least ten days prior
to the date of such meeting to each stockholder whose name shall be registered
as such upon the books of the Company, and such notice shall state the place,
date and hour of the Meeting.

     Special meetings of the stockholders may be called on the order of the
Chairman, the President or a majority of the Board of Directors. Such call shall
be made by a written notice given at least ten days prior to the date of such
meeting to each stockholder whose name shall be registered as such upon the
books of the Company, and such call shall state the place, date and hour of the
meeting, and the general nature of the business proposed to be transacted
thereat; and no other business shall be transacted at such meeting.

     Annual and special meetings of stockholders shall be held at such places,
within or without the United States, as may from time to time be designated by
the Board of Directors and stated in the notice of meeting.

     The attendance in person or by proxy of a majority in interest of all
stockholders entitled to vote at any meeting, whether annual or special, shall
be necessary to constitute a quorum at such meeting, and each stockholder shall
be entitled, either in person or by proxy at any such meeting, to as many votes
as he owns shares of stock in the Company, upon all matters that come properly
before the meeting.

     Unless otherwise provided in the certificate of incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
Company, or any action which may be taken at any annual or special meeting of
such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing setting forth the action so taken, shall
be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

     Whenever, under the provision of these By-Laws, notice is required to be
given to any stockholder, such provision shall not be construed to require
personal notice; but the notice may be given by facsimile or by mail, to such
stockholder, at such address as he or she may have registered with the Secretary
of the Company or, in default of such registered address, then at his or her
last known place of residence or business. Such notice shall be deemed to be
given at the time when the same shall be sent via facsimile or mail.



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     Any stockholder may, at any time, waive any notice required to be given
under the By-Laws or otherwise, either before or after the meeting or action
with respect to which notice is waived.


                                   ARTICLE II

                              ELECTION OF DIRECTORS


     The stockholders at their annual meeting shall elect such number of
directors, not less than three nor more than ten, as shall be determined by
resolution of the Board of Directors and specified in the notice of meeting, and
such Directors shall hold office until the next annual meeting of the
stockholders and until others are duly chosen and qualified in their stead.

     To be eligible for election as a Director of the Company, a person must be
less than 72 years of age and of sound mental health. Directors need not be
stockholders.

     If election of Directors is not held at the annual meeting of stockholders,
the Directors shall cause the election to be held at a special meeting of
stockholders as soon thereafter as conveniently may be.

     The number of Directors may be increased at any time and from time to time
by amendment of the By-Laws or by resolution of the Board of Directors. The
number of Directors may be decreased at any time and from time to time (but
never to a smaller number than three) by amendment of the By-Laws or by
resolution of the Directors. Any directorship to be filled by reason of an
increase in the number of Directors shall be filled by election at any annual or
at a special meeting of stockholders called for that purpose or by resolution of
the Board of Directors. A Director elected by the Board to fill any such
directorship shall hold office until the next succeeding annual meeting of
stockholders and until his or her successor has been elected and qualified.

     Any vacancy occurring through death, resignation, disqualification or
otherwise, among the Directors of the Company, may be filled by the vote of a
majority of the Directors in office. A Director elected by the Board to fill any
such directorship shall hold office until the next succeeding annual meeting of
stockholders and until his or her successor has been elected and qualified.

     A Director of the Company may resign his or her office at any time by
delivering his or her resignation in writing to the Company, and the acceptance
of such resignation, unless required by the terms thereof, shall not be
necessary to make such resignation effective.

     Any or all of the Directors may be removed by the stockholders for cause or
without cause.


                                   ARTICLE III

                             POWERS OF THE DIRECTORS


     The Board of Directors shall manage the business and affairs of the Company
and, in addition to the powers and authority expressly conferred upon them by
the By-Laws, may exercise all such powers and do all such



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things as may be exercised or done by the Company subject, nevertheless, to the
provisions of the applicable statutes, of the company's Articles of
Incorporation, and of the By-Laws.


                                   ARTICLE IV

                              MEETINGS OF DIRECTORS


     The Board of Directors shall hold meetings at such places, within or
without the United States, and at such time and on such date as the Chairman,
the President or any two Directors may request. The Secretary shall give notice
of each meeting of the Board by mailing the same at least five days before the
meeting or by telephoning or faxing the same at least one day before the meeting
to each Director.

     Whenever, under the provision of these By-Laws, notice is required to be
given to any Director, such provision shall not be construed to require personal
notice; but the notice may be given by facsimile or by mail, to such Director,
at such address as he or she may have registered with the Secretary of the
Company or, in default of such registered address, then at his or her last known
place of residence or business. Such notice shall be deemed to be given at the
time when the same shall be sent via facsimile or mail.

     Any Director may at any time waive any notice required to be given under
the By-Laws or otherwise, either before or after the meeting or action with
respect to which notice is waived. Attendance of a Director at a meeting shall
constitute waiver of notice of the meeting, except when the Director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

     The attendance of a majority of the Board of Directors shall be necessary
to constitute a quorum for the transaction of business; but a smaller number may
meet and adjourn. When a vacancy or vacancies prevents a majority of the whole
Board constituting a quorum, then a majority of the Directors in office shall
constitute a quorum, provided that such majority shall constitute at least
one-third (1/3) of the whole Board.

     Any Director may participate in a meeting of the Board by means of a
conference telephone or similar communications equipment by means of which all
Directors participating in the meeting can hear each other, and such
participation in a meeting of the Board shall constitute presence in person at
such meeting.

     Unless otherwise restricted by the certificate of incorporation or these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.


                                    ARTICLE V

                               STANDING COMMITTEES


     Section 1. The Board may appoint a Investment Committee. If appointed, the
Investment Committee shall consist of two or more Directors, to be appointed
annually by the Board of Directors who shall appoint one of the members of such
Committee as Chairman.



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     If appointed, the Investment Committee shall have authority to direct and
control the investment of funds and the purchase and sale of securities by the
Company. A majority of the members of such Committee shall constitute a quorum.
The Investment Committee, or a quorum thereof, may act from time to time on the
basis of written approval without a formal meeting. Regular meetings of the
Committee shall be held quarterly at dates set by vote of the Committee. Special
meetings may be called at any time at the request of any member.

     Section 2. The Board of Directors may appoint other committees which shall
have such powers and perform such duties as from time to time may be prescribed
by a majority of the Board. The Board shall have the power at any time to
establish, fill vacancies in, to change the membership of, or to dissolve any
committee. Action taken by any committee shall be reported at the meeting of the
Board next succeeding such action.


                                   ARTICLE VI

                                    OFFICERS


     Section 1. Executive Officers. The Board of Directors will elect or appoint
a President, one or more Vice Presidents, a Treasurer and a Secretary. The Board
of Directors may also elect a Chairman of the Board, a Vice Chairman and may
designate Vice Presidents as Executive or Senior Vice Presidents, and may elect
from time to time such other officers as it considers necessary, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine. Any person may hold two but no
more than two offices, provided the same individual shall not hold the office of
Treasurer and Controller. The Chairman, the Vice Chairman, if any, and the
President shall be chosen from among the Directors.

     Section 2. Administrative Officers. The administrative officers of the
Company shall be a Chief Actuary, a Controller and a General Counsel, who shall
be appointed by the President and hold office for a period of time as prescribed
by the President. Additional administrative officers may be designated and
appointed by the President and the authorities and duties of all administrative
officers shall be generally designated by the President.

     Section 3. Term of Office. The executive officers shall be chosen annually
by the Board of Directors at the first meeting of the Board following the
stockholders' annual meeting, or as soon thereafter as is conveniently possible.
Additional executive officers may be elected from time to time. Unless otherwise
provided in the resolution of election or appointment, the term of office of all
executive officers shall be for one year and until their respective successors
are duly chosen and qualified, but any executive officer may be removed, with or
without cause, at any time by the Board of Directors.

     Section 4. Salaries. The salaries of the executive officers of the Company
shall be fixed by the Board of Directors.

     Section 5. Duties and Responsibilities.

          (a) The Chairman shall be jointly responsible with the President for
the establishment of corporate policies. Except where, by law, the signature of
the President is required, the Chairman shall possess the same power as the
President to sign all certificates, contracts and other instruments of the
Company which may be authorized by the Board of Directors.

          (b) The Vice Chairman, if any, shall have such powers and perform such
duties as the Chairman may delegate to him or her.


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          (c) The President shall have such powers and perform such duties as 
the Board of Directors and the Chairman may delegate to him or her. In the
absence of the Chairman, the President shall exercise the functions and duties
of the Chairman.

          (d) Each Vice President shall have such powers and perform such duties
as the Board of Directors, the Chairman or the President may from time to time
prescribe. The Vice Presidents in the order of priority designated by the
Chairman, the President or the Board of Directors, shall exercise the functions
of the President in his or her absence. If no priority is designated, then by
order of election.

          (e) The Treasurer shall have the custody and care of all the funds and
securities of the Company, and shall deposit all funds to the credit of the
Company in such institution or institutions as the Board of Directors may
designate; he or she or an Assistant Treasurer or such other officer or officers
or appointee or appointees as may be authorized by the Board of Directors shall
endorse all instruments or documents requiring endorsement for or on behalf of
the Company; he or she shall perform all acts incident to the position of
Treasurer, subject to the control of the Board; he or she shall have such other
powers and perform such other duties as the Board of Directors, the Chairman or
the President may from time to time prescribe.

          (f) The Secretary shall keep the minutes of all meetings of the Board
of Directors and of the Stockholders and shall attend to the giving of proper
notices to Directors and stockholders; he or she or an Assistant Secretary or
such other officer or officers or appointee or appointees as authorized by the
Board of Directors may sign, with the President, all authorized contracts,
instruments or documents in the name of the Company; he or she shall be the
custodian of the seal of the Company and shall attest such seal when required;
he or she shall perform all the duties incident to the office of Secretary,
subject to the control of the Board of Directors; he or she shall have custody
of the stock registers and transfer books of the Company; he or she shall have
such other powers and perform such other duties as the Board of Directors, the
Chairman or the President may from time to time prescribe or as may be
prescribed by these By-Laws.

          (g) The Chairman, or the Vice Chairman, if any, or the President or 
any Vice President, jointly with the Secretary, shall have power and is hereby
authorized to do all acts and things necessary to comply with the laws of any
state, territory, foreign government or other jurisdiction to secure the right
of the Company to do or continue the business of insurance in such jurisdiction,
and to act in the name of the Company to appoint from time to time such person
or persons as may be necessary and under such terms and conditions as may be
necessary, as the true and lawful attorney or attorneys of the Company in and
for such jurisdiction upon whom all lawful processes of any description in any
suit, action or proceeding against the Company may be served in like manner and
with the same effect as if served upon the Company and as if the Company were
organized under the laws of the jurisdiction for which such attorney or
attorneys are appointed; and the Company hereby empowers and authorizes said
officers for it and its name to agree that any lawful process against the
Company which may be served on its attorneys so appointed shall be of the same
legal force, effect and validity as if served on the Company.

          (h) In case of the absence or disability of any officer of the Company
and of any persons hereby authorized to act in his or her place during such
period of absence or disability, the Board of Directors may from time to time
delegate the powers and duties of such officer to any other officer, or any
Director, or any other person whom it may select.

     Section 6. Bonding of Officers. All officers shall be bonded under a
blanket bond, upon undertaking the duties of their respective offices, with a
surety company authorized to transact business in the state of Delaware, as
surety, and in such sum as may be specified by resolution of the Board of
Directors, conditioned for the faithful


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discharge of their duties. The Board of Directors may at any time, by
resolution, increase or decrease the amount of bond as hereinabove provided.

     Section 7. Deaths, Resignations and Vacancies. An officer of the Company
may resign his or her office at any time by delivering his or her resignation in
writing to the Company, and the acceptance of such resignation, unless required
by the terms thereof, shall not be necessary to make such resignation effective.

     Any vacancy occurring through death, resignation, disqualification or
otherwise, among the Executive Officers of the Company, may be filled by the
vote of a majority of the Directors in office. Any person so chosen shall hold
office until the annual election of executive officers at the first meeting of
the Board of Directors following the stockholders' annual meeting, or as soon
thereafter as is conveniently possible.


                                   ARTICLE VII

                                     OFFICES


     The Company may have offices and transact business at such other place than
its registered office in the State of Delaware as from time to time the business
of the Company may require.


                                  ARTICLE VIII

                             INVESTMENTS AND MONEYS


     Investment of the funds of the Company and the purchase and sale of
securities by the Company shall be made only as authorized or approved by the
Board of Directors or the Investment Committee or by some other committee
appointed by the Board of Directors and charged with the duty of supervising or
making such investments, purchases or sales. All investments requiring
registration shall be registered in the name of the Company except in such cases
as the Board of Directors or the Investment Committee may specially direct
otherwise.

     Securities representing the invested funds of the Company shall be placed
for safekeeping in safe deposit vaults in the name of the Company, or pursuant
to a custodian account, in such Banks, Trust or Safe Deposit Companies as shall
be approved by the Board of Directors. Access to the vaults shall be in
accordance with procedures approved by resolution of the Board of Directors and
such resolution shall be effective upon a copy thereof being provided to the
Bank, Trust or Safe Deposit Company in which the securities are held. In the
event that the Board of Directors shall determine to establish a custodian
account with a Bank or Trust Company and shall provide that all or any part of
the securities now or hereafter representing the invested funds of the Company
shall be delivered to such Bank or Trust Company approved by the Board of
Directors; then, and in that event, such Bank or Trust Company shall hold such
securities so delivered in the custodian account in accordance with the
procedure and under the authority of the resolution approved by the Board of
Directors.

     Any two of the following: the Chairman, Vice Chairman, if any, President,
or any Vice President acting jointly, or any one of them acting jointly with any
Vice President or the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer is authorized and empowered to sell, assign, exchange and
transfer any and all

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shares of stock, bonds and other securities owned by or standing in the name of
the Company, and to make, execute and deliver in the name and as the act of the
Company under its corporate seal any and all instruments in writing necessary or
proper to carry such sales, assignments, exchanges and transfers into effect,
but the Board of Directors or the Investment Committee may from time to time
adopt resolutions authorizing other methods for accomplishing same.

     The Chairman, or the Vice Chairman, if any, or the President or any Vice
President or the Treasurer shall have authority to vote in person or by proxy
any of the stock of any other company in which the Company may hold and to
execute any and all consents or other documents relating to such stocks.

     Moneys received by the Company may be deposited to its credit in such Trust
Companies or Banks as the Board of Directors may designate and checks thereon
shall be signed by two officers, one of whom shall be the Chairman or the Vice
Chairman, if any, or the President or Vice President; but the Board of Directors
may from time to time adopt resolutions authorizing other methods for drawing
checks, including the use of facsimile signatures, and such resolutions shall be
effective upon a copy thereof being provided to the Trust Company or Bank upon
which the check is drawn.


                                   ARTICLE IX

                                   FISCAL YEAR


     Except as from time to time otherwise provided by the Board of Directors,
the fiscal year of the Company shall be the calendar year.


                                    ARTICLE X

                                    DIVIDENDS


     Dividends may be declared and paid at such times as may be determined by
the Board of Directors.

     Before declaring payment of any dividends or making any other distribution
of the surplus or profits of the Company, the Directors of the Company may,
according to their discretion, set aside such sum or sums as they think proper
as a reserve fund to meet contingencies or to meet the statutory requirements of
any State or country in which they may be transacting business, or for
equalizing dividends, or for any other purpose which they shall think conducive
to the interest of the Company.


                                   ARTICLE XI

                  STOCK CERTIFICATES, TRANSFER AND RECORD DATES


     All certificates of stock of the Company shall be signed by the Chairman or
the Vice Chairman, if any, or the President or a Vice President and by the
Secretary or an Assistant Secretary.



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                                   ARTICLE XII

                               EMERGENCY AUTHORITY


     The Board of Directors, by resolution adopted by a majority of the whole
Board, may make advance provision for the continuity and authority of the
Company's management in the event of a major catastrophe or force majeure
resulting in the loss or unavailability of members of the Board of Directors,
whether by death, incapacity, isolation or otherwise, or in loss or
unavailability of officers of the Company, and, in the event of such major
catastrophe, the terms of any such resolution shall have the same effect as if
included in these By-Laws and shall supersede the terms of these By-Laws to the
extent that they may be inconsistent therewith.


                                  ARTICLE XIII

                         COMPENSATION OF DIRECTORS, ETC.


     The Directors shall receive such compensation for their services as
Directors as may be prescribed by the Board of Directors and shall be reimbursed
by the Company for ordinary and reasonable expenses incurred in the performance
of their duty.

     Each member of the Investment or other committees, if any, and each
alternate member thereof, if any, shall receive such compensation as may be
deemed just and reasonable by a majority of the Board of Directors, which may be
a fee for attendance at meetings or on an annual basis. No officers of the
Company, however, shall be eligible to receive compensation for serving on any
of the foregoing committees.


                                   ARTICLE XIV

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS


     Each Director or officer, whether or not then in office, shall be
indemnified by the Company against all costs and expenses reasonably incurred by
or imposed upon him or her, including legal fees, in connection with or
resulting from any claim, action, suit or proceeding, whether civil, criminal or
administrative, in which he or she may become involved as a party or otherwise,
by reason of his or her being or having been a Director or officer of the
Company.

     (1) Indemnity will not be granted to any Director or officer with respect
to any claim, action, suit or proceeding which shall be brought against such
Director or officer by or in the right of the Company, and

     (2) Indemnification for amounts paid and expenses incurred in settling such
action, claim, suit or proceeding, will not be granted, until

it shall be determined by a disinterested majority of the Board of Directors or
by a majority of any disinterested committee or group of persons to whom the
question may be referred by the Board, that said Director or officer did


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indeed act in good faith and in a manner he or she reasonably believed to be in,
or not adverse, to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonably cause to believe that his or
her conduct was legal, and that the payment of such costs, expenses, penalties
or fines is in the interest of the Company, and not contrary to public policy or
other provisions of law.

     The termination of any action, suit or proceeding by judgement, order,
settlement, conviction or upon a plea of nolo contendre or its equivalent, shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in, or not adverse, to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
Indemnification shall be made by the corporation upon determination by a
disinterested majority of the Board of Directors or of a majority of any
disinterested committee or group or persons to whom the question may be referred
to by said Board, that the person did indeed act in good faith and in a manner
he or she reasonably believed to be in, or not adverse, to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
reasonably cause to believe that his or her conduct was legal.

     The foregoing right to indemnity shall not be exclusive of any other rights
to which such Director or officer may be entitled as a matter of law.

     The foregoing right to indemnity shall also extend to the estate of any
deceased Director or officer with respect to any such claim, action, suit or
proceeding in which such Director or officer or his or her estate may become
involved by reason of his or her having been a Director or officer of the
Company, and subject to the same conditions outlined above.


                                   ARTICLE XV

                                     BY-LAWS


     These By-Laws or any articles thereof may be altered, amended or repealed
or further By-Laws may be adopted by a vote of a majority of the Directors then
in office at any regular or special meeting of the Board of Directors, or by
written consent, provided five days' notice in writing shall be given to each of
the Directors of the proposed alteration, amendment or repeal of an existing
By-Law or the proposed adoption of a new By-Law. Any By-Law made by the
Directors under this Article may be altered, amended or repealed by the
stockholders.



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