1 EXHIBIT A(8)(b) STOPLOSS REINSURANCE AGREEMENT

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                                                                 EXHIBIT A(8)(b)













                         STOPLOSS REINSURANCE AGREEMENT

                                     BETWEEN

               THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
          (The Ceding Company, hereinafter referred to as "ManAmerica")


                                       AND


                    THE MANUFACTURERS LIFE INSURANCE COMPANY
                           XX XXXXXXX, XXXXXXX, XXXXXX
               (The Reinsuring Company, hereinafter referred to as
                              "Manufacturers Life")


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I - SCOPE

         This Agreement applies to stop-loss reinsurance of standard and
         substandard insurance arising from Base Plan and attaching Benefit
         Riders issued by ManAmerica, as described in Schedule A and later
         referred to as Flexible Premium Variable Life (FPVL).

II - AUTOMATIC REINSURANCE

         This coverage is automatically provided for all FPVL policies issued by
         ManAmerica, up to the amounts shown in Schedule B, and sold in any
         calendar year starting at the effective date specified in section XV.
         Amounts over those shown in Schedule B will be submitted facultatively
         to Manufacturers Life.

III - LIABILITY

         For reinsurance under this Agreement, the exposure to liability of
         Manufacturers Life will commence simultaneously with the liability of
         ManAmerica. Subject to the provisions of this section and section VII
         and conditional to the payment of reinsurance premiums as provided for
         in section VI of this Agreement, Manufacturers Life's exposure will
         continue as long as ManAmerica is liable under the original policies
         and shall cease when the liability of ManAmerica ceases.

IV - PLAN OF REINSURANCE

         Manufacturers Life will reimburse the total death claims less the
         associated policy values plus 100% of the total monthly deductions
         waived on the policies reinsured in excess of the Attachment Point, as
         set in Schedule C, on a calendar quarter basis in arrears.
         Manufacturers Life shall not reimburse surrender benefits paid by
         ManAmerica. Death claims shall exclude any amounts reimbursed under any
         other reinsurance agreement on the policies reinsured hereunder.

V - PREMIUMS

         The reinsurance premiums will be computed for each calendar quarter in
         arrears as set out in Schedule D attached hereto.

         If there is a reduction in liability due to any other reinsurance
         agreement on the policies reinsured hereunder, the total premium will
         be reduced by the premium associated with that liability.

VI - PAYMENTS/REPORTING

         Within 15 days after the end of each calendar quarter, ManAmerica will
         send to Manufacturers Life an itemized statement of account, in
         substantial accord with Schedule E, together with any remittance for
         the balance due to Manufacturers Life as stated therein. Manufacturers
         Life will have 15 days after receipt of the statement of account to pay
         any amounts owing to ManAmerica.



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         ManAmerica will supply Manufacturers Life with details as outlined in
         Schedule E. All policy details will be housed with ManAmerica.

VII - OVERSIGHTS

         It is expressly understood and agreed that if non-payment of premiums
         or failure to comply with any terms of this contract is shown to be
         unintentional and the result of misunderstanding or oversights on the
         part of either Manufacturers Life or ManAmerica, both Manufacturers
         Life and ManAmerica shall be restored to the position they would have
         occupied had no such error or oversights occurred.

VIII - CLAIMS

         ManAmerica shall give Manufacturers Life a copy of the total death
         benefit claims, the policy value of those policies as well as total
         monthly deductions waived on the policies reinsured hereunder net of
         any amount reimbursed under any other reinsurance agreement.
         Manufacturers Life shall be liable to ManAmerica for the total claims
         in excess of the Attachment Point as defined in Schedule C. Any
         liability of Manufacturers Life shall be settled in one lump-sum.

IX - CURRENCY

         Reinsurance under this Agreement will be effected on an original
         currency basis whereby the risk and premium amounts will be expressed
         in U.S. Dollars. Settlements for all amounts due to either party by the
         other as a result of transactions under the provisions of this
         Agreement shall be paid in U.S. Dollars.

X - INSOLVENCY

         In the event of the insolvency of ManAmerica, all reinsurance under
         this Agreement will be paid by Manufacturers Life directly to
         ManAmerica, its liquidator, receiver or statutory successor, on the
         basis of the liability of ManAmerica under the policies reinsured
         without diminution because of the insolvency of ManAmerica, or because
         the Company has failed to pay all or a portion of any claims.

XI - INSPECTION OF RECORDS

         Manufacturers Life shall have the right, at any reasonable time, at the
         office of ManAmerica to examine all books and documents relating to
         reinsurance under this Agreement.

XII - ARBITRATION

         All disputes and differences between the two contracting parties upon
         which an amicable understanding cannot be reached are to be decided by
         arbitration and the arbitrators, one is to be appointed by ManAmerica,
         the second by Manufacturers Life and the third is to be selected by
         these two representatives. Should the two arbitrators be unable to
         agree on the choice of a third, the appointment shall be left to the
         President of the American Council of Life insurance, or its successor.



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         The arbitrators are not bound by any rules of law. They shall decide by
         a majority of votes and from their written decision there can be no
         appeal. The cost of arbitration, including the fees of the arbitrators,
         shall be shared by each party unless the arbitrators shall decide
         otherwise.

XIII - SEVERABILITY

         In the event that any of the provisions herein contained shall be
         invalid or unenforceable, such declaration or adjudication shall in no
         manner affect or impair the validity or the enforceability of the other
         provisions and the remaining provisions shall remain in full force and
         effect as though such invalid or unenforceable provisions or clauses
         had not been herein included or made part of the Agreement.

XIV - DURATION OF AGREEMENT

         This Agreement will be effective on and after the effective date stated
         in section XV.

         This Agreement may be amended only be mutual consent of ManAmerica and
         Manufacturers Life.

         ManAmerica and Manufacturers Life may terminate this Agreement by
         giving ninety (90) days prior written notice of termination. The day
         the notice is received in the mail at the other party's Home Office,
         or, if the mail is not used, the day it is delivered to the other
         party's Home Office or to an Officer of the other party, as the case
         may be, shall be the first day of the ninety (90) day period.

         During the ninety (90) day period, this Agreement shall continue to
         operate in accordance with its terms.

         Manufacturers Life and ManAmerica shall remain liable after
         termination, in accordance with the terms and conditions of this
         Agreement, with respect to all reinsurance which was effective prior to
         termination of this Agreement.




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XV - EXECUTION

         In witness of the above, this Agreement is signed in duplicate on the
         dates and at the places indicated below.

         The effective date of this Agreement is, the 1st day of January, 1988.

         Date: ___________________________      For: ___________________________

         Place ___________________________      By: ____________________________

         Attest: _________________________      Title: _________________________



         Date: ___________________________      For: ___________________________

         Place ___________________________      By: ____________________________

         Attest: _________________________      Title: _________________________




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                                   SCHEDULE A

POLICY SUBJECT TO REINSURANCE

         Base Plan:      Flexible Premium Variable Life

         Riders:         - Accidental Death Benefit
                         - Guaranteed Insurability Benefit
                         - Additional Life Benefit
                         - Supplementary Insurance Benefit
                         - Contingent Life Benefit
                         - Total Disability Waiver of Monthly Deductions Benefit





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                                   SCHEDULE B

RETENTION LIMITS OF MANUFACTURERS LIFE

Life                                                $7,500,000

Aviation Risk                                       $5,000,000

Accidental Death                                    $1,000,000

Total Disability Waiver
of Monthly Deductions                               $5,000 per month




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                                   SCHEDULE C

ATTACHMENT POINT

         The Attachment Point shall be 110% of the expected claims. Expected
         claims, for a given period, are defined as 75% of the total insurance
         charges for the base plan and riders, as described in Schedule A,
         deducted during that period for the coverages reinsured hereunder.




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                                   SCHEDULE D

REINSURANCE PREMIUMS

         Reinsurance premiums shall be paid at the end of each calendar quarter,
         in arrears, and shall be computed as 5% of the expected claims as
         defined in Schedule C.




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                                   SCHEDULE E

                STOPLOSS REINSURANCE AGREEMENT BETWEEN MANAMERICA
                             AND MANUFACTURERS LIFE

                       Statement of account for the period
                              XX/XX/XX TO XX/XX/XX

A.  Total insurance charges (base plans and riders)
    deducted during the period:                                     X,XXX.xx

B.  Expected claims (75% of A):                                     X,XXX.xx

C.  Attachment point (110% of B):                                   X,XXX.xx

D.  Actual claims:                                                  X,XXX.xx

E.  Policy values of policies at time of death                      X,XXX.xx

F.  Reinsured claims (excess, if any, of D-E) over C                X,XXX.xx

G.  Reinsurance premium (5% of B):                                  X,XXX.xx


      Net amount due (owing) = F-G                                  X,XXX.xx
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