Edgar Filing: JOHN HANCOCK LIFE INSURANCE CO OF NEW YORK

As filed with the Securities and Exchange Commission on July 16, 2009

File Nos. 333-159100 and 333-159100-01

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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PRE-EFFECTIVE AMENDMENT NO. 1
TO

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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MANULIFE FINANCIAL (EXACT NAME OF EACH REGISTRANT AS JOHN HANCOCK LIFE
CORPORATION SPECIFIED IN ITS CHARTER) INSURANCE COMPANY
OF NEW YORK

CANADA (STATE OR OTHER JURISDICTION OF NEW YORK
INCORPORATION OR ORGANIZATION)

98-0361647 (I.R.S. EMPLOYER IDENTIFICATION NO.) 13-3646501

200 BLOOR STREET EAST (ADDRESS AND TELEPHONE NUMBER OF 100 SUMMIT LAKE DRIVE,
TORONTO, ONTARIO, EACH REGISTRANT'S PRINCIPAL EXECUTIVE SECOND FLOOR
CANADA M4W 1E5 OFFICES) VALHALLA, NEW YORK 10595
(416) 926-3000 (914) 773-0708

RICHARD A. LOCOCO, ESQ. (NAME, ADDRESS AND TELEPHONE NUMBER OF ARNOLD R. BERGMAN, ESQ.
MANULIFE FINANCIAL CORPORATION AGENT FOR SERVICE) SCOTT A. LIVELY, ESQ.
200 BLOOR STREET EAST JOHN HANCOCK LIFE INSURANCE
TORONTO, ONTARIO, COMPANY OF NEW YORK
CANADA M4W 1E5 601 CONGRESS STREET
(416) 926-3000 BOSTON, MASSACHUSETTS 02210
(617) 663-3000

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COPIES TO:

ANDREW J. BECK, ESQ. JOHN W. BLOUCH, ESQ.
TORYS LLP DYKEMA GOSSETT PLLC
237 PARK AVENUE FRANKLIN SQUARE BUILDING
NEW YORK, NY 10017 1300 I STREET N.W. SUITE 300 WEST
(212) 880-6000 WASHINGTON, D.C. 20005
(202) 906-8600

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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box.[X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]

If this Form is a registration statement pursuant to General Instruction I.C. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.[ ]

If this form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box.[ ]

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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

Subject To Completion

Preliminary Prospectus dated July 16, 2009

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

[PRODUCT MARKETING NAME]

SINGLE PAYMENT MODIFIED GUARANTEE DEFERRED ANNUITY
NON-PARTICIPATING

MARKET VALUE ADJUSTMENT INTERESTS
Guaranteed as described herein by
MANULIFE FINANCIAL CORPORATION

This prospectus describes [Product Name] ("PRODUCT NAME"), a single payment
modified guarantee deferred annuity contract with market value adjustment
interests ("Contract"). [Product Name] is issued and offered by JOHN HANCOCK
LIFE INSURANCE COMPANY (U.S.A.) ("JOHN HANCOCK USA") in all jurisdictions except
New York and by JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK ("JOHN HANCOCK
NY") in New York. Unless otherwise specified, "we," "us," "our," or "Company"
refers to the applicable issuing company of a Contract. The name of your issuing
Company is stated on the first page of your Contract. The prospectus also
describes subordinated guarantees by Manulife Financial Corporation ("MFC") of
obligations of the issuing Company under a Contract (the "MFC Subordinated
Guarantees"). MFC is our parent company.

The prospectus describes both an individual deferred annuity contract and
certificates issued under a group deferred annuity contract. We use the term
"Contract" to describe both an individual contract and a certificate under a
group contract that evidences a participating interest in the group contract.

The Contract is designed to provide retirement income pursuant to either
nonqualified retirement plans or plans qualifying for special income tax
treatment under the Internal Revenue Code of 1986, as amended (the "Code"). As
used herein, "you" refers to the Owner of a Contract.

- You make a single Purchase Payment for the Contract.

- The minimum Purchase Payment is [Product A: $10,000; Product
B: $25,000].

- The maximum Purchase Payment (without our prior approval) is
$1,000,000.

- You may not make additional Purchase Payments for a Contract but
may purchase additional Contracts at the then prevailing rates
and terms.

- You designate the guarantee period to which we allocate your
Purchase Payment.

- You select an Annuity Option available under your Contract or an
alternate form of settlement acceptable to us.

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT
CONTAINS INFORMATION ABOUT THE CONTRACT AND THE MFC SUBORDINATED GUARANTEES THAT
A PROSPECTIVE PURCHASER SHOULD KNOW BEFORE INVESTING.

BECAUSE OF THE MARKET VALUE ADJUSTMENT PROVISION OF THE CONTRACT, THE CONTRACT
OWNER BEARS THE INVESTMENT RISK THAT THE GUARANTEED INTEREST RATES OFFERED BY US
AT THE TIME OF WITHDRAWAL OR THE START OF ANNUITY PAYMENTS MAY BE HIGHER THAN
THE GUARANTEED INTEREST RATE APPLIED TO THE CONTRACT WITH THE RESULT THAT THE
AMOUNT YOU RECEIVE UPON WITHDRAWAL OR ANNUITIZATION MAY BE REDUCED BY THE MARKET
VALUE ADJUSTMENT AND MAY BE LESS THAN YOUR ORIGINAL INVESTMENT IN THE CONTRACT.
SEE "RISK FACTORS" ON PAGE 6 AND "ADJUSTMENTS AND CHARGES UPON WITHDRAWALS" ON
PAGE 13 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THESE SECURITIES ARE NOT DEPOSITS WITH, OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR ANY AFFILIATE THEREOF, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.

THE MFC SUBORDINATED GUARANTEES DO NOT RELIEVE EITHER COMPANY OF ANY OBLIGATIONS
UNDER ITS CONTRACTS. THEREFORE, THE MFC SUBORDINATED GUARANTEES ARE IN ADDITION
TO ALL OF THE RIGHTS AND BENEFITS THAT THE CONTRACTS OTHERWISE PROVIDE.

YOU SHOULD BE AWARE THAT OWNING THESE SECURITIES MAY HAVE TAX CONSEQUENCES BOTH
IN THE UNITED STATES AND CANADA. THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS
SUPPLEMENT MAY NOT DESCRIBE THESE TAX CONSEQUENCES FULLY. YOU SHOULD READ THE
TAX DISCUSSION CONTAINED IN THIS PROSPECTUS AND IN ANY APPLICABLE PROSPECTUS
SUPPLEMENT.

YOUR ABILITY TO ENFORCE CIVIL LIABILITIES RELATED TO THE MFC SUBORDINATED
GUARANTEES UNDER U.S. FEDERAL SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE
FACT THAT MANULIFE FINANCIAL CORPORATION IS ORGANIZED UNDER THE LAWS OF CANADA,
MOST OF ITS OFFICERS AND DIRECTORS AND SOME OF THE EXPERTS NAMED IN THIS
PROSPECTUS ARE RESIDENTS OF CANADA, AND A SUBSTANTIAL PORTION OF ITS ASSETS ARE
LOCATED OUTSIDE THE UNITED STATES.

YOU SHOULD RELY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT AND ON THE OTHER
INFORMATION INCLUDED IN THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS
FORMS A PART. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT OR
ADDITIONAL INFORMATION. WE ARE NOT MAKING AN OFFER OF THE SECURITIES COVERED BY
THIS PROSPECTUS IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED BY LAW. YOU
SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS OR ANY APPLICABLE
PROSPECTUS SUPPLEMENT, AS THE CASE MAY BE.

THERE IS NO MARKET THROUGH WHICH THESE SECURITIES MAY BE SOLD AND PURCHASERS MAY
NOT BE ABLE TO RESELL SECURITIES PURCHASED UNDER THIS PROSPECTUS.

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK
ANNUITIES SERVICE CENTER MAILING ADDRESS ANNUITIES SERVICE CENTER MAILING ADDRESS
164 Corporate Drive Post Office Box 9505 164 Corporate Drive Post Office Box 9506
Portsmouth, NH 03801-6815 Portsmouth, NH 03802-9505 Portsmouth, NH 03801-6815 Portsmouth, NH 03802-9506
(617) 663-3000 or www.jhannuities.com (877) 391-3748 or www.jhannuitiesnewyork.com
(800) 344-1029 (800) 551-2078

Table Of Contents

ABOUT THIS PROSPECTUS..................................................... 1
I. GLOSSARY OF SPECIAL TERMS........................................... 2
II. OVERVIEW............................................................ 4
DESCRIPTION OF THE CONTRACT......................................... 4
RISK FACTORS........................................................ 6
III. DESCRIPTION OF THE CONTRACT......................................... 7
ELIGIBLE GROUPS FOR GROUP ANNUITY CONTRACT.......................... 7
ACCUMULATION PROVISIONS............................................. 7
Purchase Payment................................................. 7
Guarantee Periods and Rates...................................... 7
Subsequent Guarantee Periods..................................... 8
Withdrawals...................................................... 8
Special Withdrawal Services - The Systematic Withdrawal Program.. 9
Telephone and Electronic Transactions............................ 9
Death Benefit Before Maturity Date............................... 9
ANNUITY PROVISIONS.................................................. 10
General.......................................................... 10
Annuity Options.................................................. 10
Death Benefit on or After Maturity Date.......................... 11
OTHER CONTRACT PROVISIONS........................................... 11
Fifteen Day Right to Review...................................... 11
Ownership........................................................ 11
Beneficiary...................................................... 11
Annuitant........................................................ 12
Modification..................................................... 12
Code Section 72(s)............................................... 12
Our Approval..................................................... 12
Discontinuance of New Owners..................................... 12
Misstatement and Proof of Age, Sex or Survival................... 12
Non-participating................................................ 12
IV. CHARGES, DEDUCTIONS AND ADJUSTMENTS................................. 13
ADJUSTMENTS AND CHARGES UPON WITHDRAWALS............................ 13
Free Withdrawal Amount........................................... 13
Market Value Adjustment Factor................................... 13
Withdrawal Charge................................................ 14
Waiver of Applicable Withdrawal Charge and MVA - Confinement to
Nursing Home.................................................. 14
Impact of Market Value Adjustment and Withdrawal Charge.......... 15
OTHER CHARGES AND DEDUCTIONS........................................ 17
Taxes............................................................ 17
Administration Fee............................................... 17
V. GENERAL INFORMATION ABOUT US........................................ 18
THE COMPANIES....................................................... 18
MVA SEPARATE ACCOUNTS............................................... 18
DISTRIBUTION OF THE CONTRACT........................................ 19
VI. THE SUBORDINATED GUARANTEE.......................................... 20
DESCRIPTION OF MANULIFE FINANCIAL CORPORATION....................... 20
DESCRIPTION OF THE MFC SUBORDINATED GUARANTEE....................... 20
WHERE YOU CAN FIND MORE INFORMATION................................. 21
ENFORCEMENT OF JUDGMENTS............................................ 22
VII. FEDERAL TAX MATTERS................................................. 24
INTRODUCTION........................................................ 24
Our Tax Status................................................... 24
Taxation of Annuities in General................................. 24
QUALIFIED RETIREMENT PLANS.......................................... 26
In General....................................................... 26
QUALIFIED PLAN TYPES................................................ 27
Direct Rollover Rules............................................ 28
Federal Income Tax Withholding................................... 28
VIII. GENERAL MATTERS..................................................... 30
CONFIRMATION STATEMENTS............................................. 30
LEGAL PROCEEDINGS................................................... 30
LEGAL OPINIONS...................................................... 30
EXPERTS............................................................. 30
NOTICES AND REPORTS TO CONTRACT OWNERS.............................. 30
CONTRACT OWNER INQUIRIES............................................ 30
APPENDIX A: EXAMPLE OF MARKET VALUE ADJUSTMENT CALCULATION................ A-1
APPENDIX B: WITHDRAWAL CHARGE SCHEDULE.................................... B-1
APPENDIX C: STATE PREMIUM TAXES........................................... C-1

About This Prospectus

This prospectus describes both individual deferred annuity contracts and
Certificates issued under group deferred annuity contracts. We use the term
"Contract" to describe both an individual contract and a Certificate under a
group contract that evidences a participating interest in that group contract.

In this prospectus, unless otherwise specified or the context otherwise
requires, references to "MFC" refer to Manulife Financial Corporation. Unless
otherwise specified, all dollar amounts contained in this prospectus are
expressed in U.S. dollars, and references to "dollars" or "$" are to U.S.
dollars and all references to "Cdn$" are to Canadian dollars. Unless otherwise
specified, MFC financial information included and incorporated by reference in
this prospectus is prepared using generally accepted accounting principles in
Canada, which we refer to as "Canadian GAAP."

Each Company filed this prospectus as part of a joint registration statement
with MFC relating to the Contracts that it issues and a subordinated guarantee
that MFC issues. This prospectus, together with the documents incorporated by
reference herein, describes information about both the Contracts and the
subordinated guarantee. Under the registration statements filed with the U.S.
Securities and Exchange Commission ("SEC"), John Hancock NY and John Hancock USA
may, from time to time, sell the Contracts described in this prospectus. Each
Company only has a contractual relationship with the Owners of Contracts it has
issued and is not responsible for the obligations of the other Company.

Before you invest, you should read this prospectus together with the additional
information described under the heading "Where You Can Find More Information."
This prospectus does not contain all of the information contained in the
registration statements, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. You should refer to the registration
statements and the exhibits to the registration statements for further
information with respect to us and the Contracts.

MFC prepares its consolidated financial statements in accordance with Canadian
GAAP, which differs from generally accepted accounting principles in the United
States, which we refer to as "U.S. GAAP." Although MFC reconciles its
consolidated financial statements to U.S. GAAP to the extent required by
applicable SEC rules and guidelines, MFC's consolidated financial statements
incorporated by reference in this prospectus and in the documents incorporated
by reference in this prospectus may not be comparable to financial statements
prepared in accordance with U.S. GAAP. You should refer to note 22 to MFC's
annual audited consolidated financial statements as at and for the year ended
December 31, 2008 on Form 40-F/A filed on May 8, 2009 and to note 23 to MFC's
annual audited consolidated financial statements as at and for the year ended
December 31, 2007 on Form 40-F/A filed on May 8, 2009 for a discussion of the
principal differences between MFC's financial results calculated under Canadian
GAAP and under U.S. GAAP. MFC's financial statements include a footnote
containing condensed consolidating financial information with separate columns
for MFC, John Hancock USA, John Hancock NY, and other subsidiaries of MFC,
together with consolidating adjustments.

John Hancock USA has been a subsidiary of MFC for financial reporting purposes
since September, 1999 and, as a consequence, John Hancock USA has been, and will
continue to be, included in the consolidated financial statements of MFC in
reports filed by MFC with the SEC since that date.

John Hancock NY has been a subsidiary of MFC for financial reporting purposes
since 1992 and, as a consequence, John Hancock NY has been, and will continue to
be, included in the consolidated financial statements of MFC in reports filed by
MFC with the SEC since that date.

I. Glossary Of Special Terms

ACCOUNT VALUE: The amount we hold under the Contract for you at any given time.
On the Contract Date, the Account Value is equal to the Net Purchase Payment.

ANNUITANT: Any individual person or persons whose life is used to determine the
duration of Annuity Payments involving life contingencies. The Annuitant is as
designated on the specifications page of the Contract, unless changed prior to
the Maturity Date.

ANNUITY OPTION: The method selected by you for Annuity Payments made by us.

ANNUITY PAYMENT(S): Payment(s) by us to you or your Payee, which commence on or
after the Maturity Date and are in accordance with the Annuity Option elected
under the terms of the Contract.

ANNUITIES SERVICE CENTER: Any office designated by us for the receipt of Payment
and processing of Owner requests.

BENEFICIARY: The person, persons or entity to whom certain benefits are payable
following the death of an Owner, or if the Owner is a non-natural person,
following the death of an Annuitant.

CERTIFICATE: For a group contract, the documents we issued to each Owner which
summarize the Owner's rights and benefits under the contract.

CONTINGENT BENEFICIARY: The person, persons or entity who becomes the
Beneficiary if the Beneficiary is not alive when a benefit is due and payable.

CONTRACT: For an individual contract, the individual annuity Contract. For a
group contract, the Certificate evidencing a participating interest in the group
annuity Contract. Any reference in this prospectus to "Contract" shall, in the
case of a group contract, refer to the Certificates unless the context otherwise
requires the underlying group annuity contract.

CONTRACT ANNIVERSARY: For an individual Contract, the anniversary of the
Contract beginning twelve consecutive months from the Contract Date and each
year thereafter. For a Contract issued under a group contract in the form of a
Certificate, the anniversary of the date we issued the Certificate.

CONTRACT DATE: In the case of an individual Contract, the date we issue the
Contract as designated on the Contract specifications page. In the case of a
Contract issued under a group contract in the form of a Certificate, the
effective date of participation under the group contract as designated in the
Certificate specifications page.

CONTRACT YEAR: The period of time measured twelve consecutive months from the
Contract Date, or any Contract Anniversary thereafter.

CODE: The Internal Revenue Code of 1986, as amended.

DUE PROOF OF DEATH: We require Due Proof of Death upon the death of the Owner or
Annuitant, as applicable. We must receive one of the following at our Annuities
Service Center:

(a) a certified copy of a death certificate;

(b) a certified copy of a decree of a court of competent jurisdiction
as to the finding of death; or

FIXED ANNUITY: An Annuity Option with payments which are predetermined and
guaranteed as to dollar amount.

GENERAL ACCOUNT: All of a Company's assets other than the assets in segregated
asset accounts which are maintained as "insulated" separate accounts under
applicable law.

GROUP HOLDER: In the case of a group annuity contract, the person, persons or
entity to whom we issue the group contract.

GROSS WITHDRAWAL AMOUNT: The amount deducted from the Account Value for a full
or partial withdrawal. For a full withdrawal, such amount is the Account Value.
For a partial withdrawal, it is the amount you request plus any applicable
withdrawal charge, adjusted by any applicable Market Value Adjustment.

INITIAL GUARANTEE PERIOD: The period of time beginning on the Contract Date that
the initial guaranteed interest rate is in effect. The Initial Guarantee Period
continues for the period shown on the specifications page of the Contract.

INITIAL GUARANTEED INTEREST RATE: The compound annual rate, shown on the
specifications page of the Contract, credited to the Account Value during the
Initial Guarantee Period under the terms of the Contract.

MARKET VALUE ADJUSTMENT: An adjustment we make to amounts that are withdrawn or
annuitized on any date other than during the period 30 days after the expiration
of the guarantee period. It may increase or decrease the amount available for
withdrawal or annuitization.

MATURITY DATE: The date on which annuity benefits are scheduled to commence. It
is the date specified on the Contract specifications page, unless changed.

MVA SEPARATE ACCOUNT: A non-registered separate account that we established
within the General Account and in which we hold reserves for our guarantees
under the Contract. Our other General Account assets are also available to meet
the guarantees under the Contract and our other general obligations. The assets
of the MVA Separate Account are subject to the liabilities that arise out of the
other business that we conduct.

NET PURCHASE PAYMENT: The Purchase Payment less the amount of premium tax, if
any, deducted from the Payment.

NONQUALIFIED CONTRACTS: Contracts which are not issued under Qualified Plans.

OWNER OR CONTRACT OWNER: In the case of an individual Contract, the person,
persons or entity entitled to the ownership rights under the Contract. In the
case of a Contract issued under a group contract in the form of a Certificate,
the person, persons or entity named in the Certificate who is entitled to all of
the ownership rights under the group contract not expressly reserved to the
group contract holder. The Owner is as designated on the Contract, unless
changed.

PAYEE: Any of the person(s) or entity to whom Annuity Payments are to be made.

PAYMENT OR PURCHASE PAYMENT: An amount paid by a Contract Owner to us as
consideration for the benefits provided by the Contract.

QUALIFIED CONTRACTS: Contracts issued under Qualified Plans.

QUALIFIED PLANS: Retirement plans which receive favorable tax treatment under
Section 401, 403, 408 or 457 of the Code.

SUBSEQUENT GUARANTEE PERIOD: A period of time beginning on the day following
expiry of the immediately preceding guarantee period.

II. Overview

DESCRIPTION OF THE CONTRACT

THE CONTRACT. The Contract is a single payment modified guarantee deferred
annuity contract with market value adjustment interests. It provides for the
accumulation of the Account Value and the payment of annuity benefits on a fixed
basis.

Under the Contract, you make a Purchase Payment to us, and we credit interest
for a period of time known as the guarantee period. At the end of each guarantee
period, you can choose:

- to start a subsequent guarantee period (up to a maximum Maturity
Date),

- to start annuity benefit payments, or

- to receive your Account Value.

(We may assess a withdrawal charge and make a Market Value Adjustment to your
Account Value if you make any of these elections outside of a 30-day period at
the end of a guarantee period.)

EXAMPLE:

The following example illustrates how a Contract can work. It assumes that you
are 55 when you purchase the Contract, you do not take withdrawals, and we make
5 year guarantee periods available until you are 70:

Age 55 - You purchase a Contract

|
|
| - Age 60 - You renew for a subsequent 5 Year Guarantee Period
|
|
|
| - Age 65 - You renew for a Subsequent 5 Year Guarantee Period
|
V

Age 70 - You elect to begin annuity benefit payments

This prospectus describes both individual deferred annuity contracts and
participating interests in group deferred annuity contracts. For information on
eligible groups, see "Eligible Groups For Group Annuity Contract."

- Participation in a group contract will be separately accounted
for by the issuance of a Certificate evidencing the Owner's
interest under the Contract.

- Ownership of an individual Contract will be evidenced by the
issuance of an individual annuity Contract.

In this prospectus, we refer to both the Certificate and the individual annuity
Contract as the "Contract."

RETIREMENT PLANS. We may issue the Contract pursuant to either nonqualified
retirement plans or plans qualifying for special income tax treatment under the
Code. Qualified plans include individual retirement accounts and annuities
(including Roth IRAs), pension and profit-sharing plans for corporations and
sole proprietorships/partnerships ("H.R. 10" and "Keogh" plans), tax-sheltered
annuities, and state and local government deferred compensation plans (see "VII.
Federal Tax Matters - Qualified Retirement Plans"). If you are considering
purchasing a Contract for use in connection with a qualified plan, you should
consider, in evaluating the suitability of the Contract, that it allows only a
single Purchase Payment in a minimum amount stated on the first page of this
prospectus.

PURCHASE PAYMENTS. You make your Purchase Payment to us at our Annuities Service
Center. The minimum and maximum Purchase Payments are stated on the first page
of this prospectus. We allocate your Purchase Payment to the guarantee period
which you designate.

While we will not accept additional Purchase Payments for a Contract, you may
purchase additional Contracts at the then prevailing rates and terms.

Prior to the Maturity Date and at our option, we may cancel a Contract if the
Account Value is less than $5,000. This cancellation privilege may vary in
certain states to comply with the requirements of their insurance laws and
regulations (see "Purchase

Payment"). If we cancel your Contract, we will not apply a Market Value
Adjustment factor or withdrawal charges (see "IV. Charges, Deductions and
Adjustments").

GUARANTEE PERIODS. When you purchase a Contract, you must elect one, and only
one, Initial Guarantee Period. We may offer up to ten different guarantee
periods under the Contract: one year through ten years, for you to choose, but
we do not make all of these guarantee periods available at all times or through
all authorized distributors of the Contracts. Similarly, at the end of a
guarantee period, you may elect a Subsequent Guarantee Period from among those
we make available at the time. We may offer additional guarantee periods for any
yearly period from one to twenty years (see "Guarantee Periods"), but provide no
assurance that we will continue to offer a guarantee period within this range.
We do not expect to offer guarantee periods of over ten years.

GUARANTEE RATES. We determine from time-to-time the interest rates that we will
guarantee for Initial and Subsequent Guarantee Periods. The guaranteed interest
rate will in no event be less than the minimum rate required by applicable law.
WE, IN OUR SOLE DISCRETION, DETERMINE THE GUARANTEED INTEREST RATES, WHICH WILL
NEVER BE LESS THAN 1% OR, IF GREATER, THE NON-FORFEITURE INTEREST RATE REQUIRED
IN THE STATE WE ISSUE YOUR CONTRACT. We guarantee the interest rate for the
duration of the guarantee period and may not change it.

SUBSEQUENT GUARANTEE PERIODS. At the end of a guarantee period, you may choose a
new guarantee period from any of the then existing guarantee period options, at
the then current interest rates (see "Subsequent Guarantee Periods").

WITHDRAWALS. Before the earlier of the Maturity Date or the death of a Contract
Owner, you may withdraw all or a portion of your Account Value.

- You must withdraw an amount at least equal to $1,000, the minimum
specified in the Contract.

- If a partial withdrawal (plus any applicable withdrawal charge
and after giving effect to any Market Value Adjustment) reduces
the Account Value to less than $5,000, the minimum specified in
the Contract, we may treat the partial withdrawal as a total
withdrawal.

FEES. Withdrawal Charges. We may impose a withdrawal charge (which will never be
more than 7% of your Account Value) and Market Value Adjustment (see
"Adjustments And Charges Upon Withdrawals" and Appendix B). A withdrawal may be
subject to income tax and a 10% penalty tax (see "VII. Federal Tax Matters" for
possible qualifications and a more detailed discussion).

Administration Fee. To compensate us for assuming certain administrative
expenses, we reserve the right to charge an annual administration fee, which
will never exceed $50.00. If imposed, the fee will be detailed on your
Contract's specifications page.

STATE PREMIUM TAXES. State premium taxes may also apply to your Contract, which
currently range from 0.50% to 3.50% of each Purchase Payment (see Appendix C
"State Premium Taxes").

MARKET VALUE ADJUSTMENT. We will adjust any amount withdrawn or annuitized prior
to the end of either the Initial Guarantee Period or a Subsequent Guarantee
Period by the Market Value Adjustment factor described under "Adjustments And
Charges Upon Withdrawals." (Please see "IV. Charges, Deductions and Adjustments"
for certain exceptions when we will not apply a Market Value Adjustment.)

WITHDRAWAL CHARGE. If you make a withdrawal from the Contract before the
Maturity Date, we may assess a withdrawal charge (contingent deferred sales
charge) against amounts withdrawn. There is never a withdrawal charge with
respect to certain free withdrawal amounts. The amount of the withdrawal charge
and when it is assessed are discussed under "Adjustments And Charges Upon
Withdrawals."

CONFIRMATION STATEMENTS. We will send you confirmation statements for certain
transactions in your account. You should carefully review these statements to
verify their accuracy and should report any mistake immediately to our Annuities
Service Center. If you fail to report any mistake to the Annuities Service
Center within 60 days of the mailing of the confirmation statement, you will be
deemed to have ratified the transaction.

TELEPHONE AND ELECTRONIC TRANSACTIONS. You may request withdrawals by telephone.
We may also permit you to access information and perform some electronic
transactions through our website (see "Telephone And Electronic Transactions").

DEATH BENEFITS. We will pay the death benefit to the Beneficiary if any Contract
Owner dies before the Maturity Date. The death benefit equals the Account Value.
If there is a surviving Contract Owner, that Contract Owner will be deemed to be
the Beneficiary. No death benefit is payable on the death of any Annuitant,
except that if any Contract Owner is not a natural person, we will treat the

death of any Annuitant as the death of an Owner.

We will determine the death benefit as of the date we receive written notice and
proof of death (Due Proof of Death) and all required claim forms at our
Annuities Service Center.

ANNUITY PAYMENTS. We offer a variety of Fixed Annuities. Periodic Annuity
Payments will begin on the Maturity Date. You select the Maturity Date,
frequency of payment and Annuity Option (see "Annuity Provisions").

FIFTEEN DAY REVIEW. Within 15 days (or other time period as required by
applicable state insurance law) of your receipt of a Contract, you may cancel
the Contract by returning it to us or our agent (see "Fifteen Day Right To
Review"). Within seven days after we receive the returned Contract, we will pay
the Owner an amount equal to the Account Value (adjusted by any Market Value
Adjustment), or if the Contract is issued as an individual retirement annuity
under Section 408 or Section 408A of the Code or as otherwise required by
applicable law, the Payment made for the Contract, if greater.

TAX DEFERRAL. The status of the Contract as an annuity generally allows all
earnings under the Contract to be tax-deferred until withdrawn or until Annuity
Payments begin (see "VII. Federal Tax Matters" for possible qualifications and a
more detailed discussion). In most cases, no income tax will have to be paid on
your earnings under the Contract until these earnings are paid out. This
tax-deferred treatment may be beneficial to you in building assets in a
long-term investment program. WHEN YOU PURCHASE A CONTRACT FOR ANY TAX-QUALIFIED
RETIREMENT PLAN, INCLUDING AN IRA, THE CONTRACT DOES NOT PROVIDE ANY ADDITIONAL
TAX DEFERRED TREATMENT OF EARNINGS BEYOND THE TREATMENT PROVIDED BY THE PLAN.
CONSEQUENTLY, YOU SHOULD PURCHASE A CONTRACT FOR AN IRA ONLY ON THE BASIS OF
OTHER BENEFITS OFFERED BY THE CONTRACT. THESE BENEFITS MAY INCLUDE LIFETIME
INCOME PAYMENTS, PROTECTION THROUGH LIVING AND DEATH BENEFITS, AND GUARANTEED
FEES.

RISK FACTORS

There are various risks associated with an investment in the Contract that we
summarize below.

ISSUER/GUARANTOR RISK. Your Contract is issued by the Company and thus is backed
by the Company's financial strength. If the Company were to experience
significant financial adversity, it is possible that the Company's ability to
pay interest and principal under the Contract could be impaired. The guarantee
periods are subject to a subordinated guarantee by MFC. If MFC were to
experience significant financial adversity, it is possible that MFC's ability to
carry out its obligations under the guarantee could be impaired.

MARKET VALUE ADJUSTMENT RISK. If you choose to withdraw your money or annuitize
on any date other than the period 30 days after the expiration of the guarantee
period, and interest rates have risen above their level when you selected your
guarantee period, you will experience a negative Market Value Adjustment. You do
not participate directly in the investment experience of the assets that the
Company holds to support the Contract. Nonetheless, the Market Value Adjustment
formula (which is discussed below under the caption "Market Value Adjustment"
and in Appendix A to this prospectus) reflects the effect that prevailing
interest rates have on those assets. If you need to withdraw your money during a
period in which prevailing interest rates have risen above their level when you
made your purchase, you will experience a "negative" Market Value Adjustment.
When we impose this Market Value Adjustment, it could result in the loss of both
the interest you have earned and a portion of your Purchase Payment. THE MARKET
VALUE ADJUSTMENT, ALONE OR IN COMBINATION WITH THE APPLICABLE WITHDRAWAL
CHARGES, COULD RESULT IN YOUR RECEIVING TOTAL WITHDRAWAL PROCEEDS OF LESS THAN
YOUR PURCHASE PAYMENT. Thus, before you commit to a particular guarantee period,
you should consider carefully whether you have the ability to remain invested
throughout the guarantee period. In addition, we cannot, of course, assure you
that the Contract will perform better than another investment that you might
have made.

RISKS RELATED TO THE WITHDRAWAL CHARGE. We may impose withdrawal charges that
range as high as 7%. If you anticipate needing to withdraw your money prior to
the end of a guarantee period, you should be prepared to pay the withdrawal
charge that we will impose.

RISKS RELATED TO THE MFC SUBORDINATED GUARANTEES. Your ability to enforce civil
liabilities related to the MFC Subordinated Guarantees under U.S. federal
securities laws may be affected adversely by the fact that Manulife Financial
Corporation is organized under the laws of Canada, most of its officers and
directors and some of the experts named in this prospectus are residents of
Canada, and a substantial portion of its assets are located outside the United
States.

III. Description Of The Contract

ELIGIBLE GROUPS FOR GROUP ANNUITY CONTRACT

We may issue the group deferred annuity contract to fund plans qualifying for
special income tax treatment under the Internal Revenue Code of 1986, as amended
(the "Code"). Qualified Plans include individual retirement accounts and
annuities, pension and profit-sharing plans for corporations and sole
proprietorships/partnerships ("H.R. 10" and "Keogh" plans), tax-sheltered
annuities, and state and local government deferred compensation plans. If you
are considering purchasing a Contract under a group contract for use in
connection with a Qualified Plan, you should consider, in evaluating the
suitability of the Contract, that it allows for only a single Purchase Payment
in an amount of at least the amount stated on the first page of this prospectus
(see "Qualified Retirement Plans"). The group deferred annuity contract is also
designed for use with nonqualified retirement plans and such other groups
(trusteed or non-trusteed) as may be eligible under applicable law.

An eligible member of a group to which a Contract has been issued may become an
Owner under the Contract by submitting a completed application, if required by
us, and a minimum Purchase Payment. We will issue a Certificate summarizing the
rights and benefits of the Owner under the Contract to an applicant acceptable
to us. We reserve the right to decline to issue a Certificate to any person in
our sole discretion, which we will exercise in a non-discriminatory manner.

All rights and privileges under the Contract may be exercised by each Owner as
to such Owner's interest unless expressly reserved to the Group Holder. However,
provisions of any plan in connection with which we issue the Contract may
restrict an Owner's ability to exercise such rights and privileges.

ACCUMULATION PROVISIONS

Purchase Payment

You make your Purchase Payment to us at our Annuities Service Center. The
minimum Purchase Payment for a Contract is stated on the first page of this
prospectus. The maximum Purchase Payment which you may make without our prior
approval is also stated on the first page of this prospectus. We allocate the
entire Purchase Payment to the guarantee period which you select. We will not
accept additional Purchase Payments for a Contract. You may, however, purchase
additional Contracts at the then prevailing rates and terms.

If your purchase is part of a tax-free exchange pursuant to Code Section 1035
(see "VII. Federal Tax Matters - Exchanges of Annuity Contracts" for a more
detailed discussion) or a trustee-to-trustee transfer of Qualified Plan funds,
the Purchase Payment may consist of multiple components that we might receive on
different dates. If this occurs, your guarantee period shall commence on the
date the first Purchase Payment component is received, and any subsequent
component received within 60 days shall be applied to the same guarantee period
as the first component and interest shall accrue as of the date of receipt of
each component. In the event the subsequent Purchase Payment component is not
received by us within 60 days of the first component, we will seek your
instructions to either return the subsequent Purchase Payment component to you
or, if the second Purchase Payment component is at least the amount stated on
the first page of this prospectus, to establish a second annuity Contract.

Prior to the Maturity Date, we may, at our option, cancel a Contract if the
Account Value is less than $5,000. If we cancel the Contract, we will pay the
amount that would be paid as a result of a total withdrawal, and we will not
apply a Market Value Adjustment or assess withdrawal charges. This cancellation
privilege may vary in certain states in order to comply with the requirements of
insurance laws and regulations in such states. The amount paid may be treated as
a withdrawal for federal tax purposes and thus may be subject to income tax and
to a 10% penalty tax. (See "VII. Federal Tax Matters" for possible
qualifications and a more detailed discussion.)

Guarantee Periods and Rates

The Contract provides for the accumulation of interest on the Purchase Payment
at a guaranteed annual rate for the duration of the Initial Guarantee Period. We
may offer as many as ten guarantee periods, ranging from one year through ten
years, in connection with the Contracts, but we may limit the number of
guarantee periods we make available at any time, or through any authorized
distributor of the Contracts. We may offer additional guarantee periods from
time to time for additional durations of up to twenty years. Any additional
guarantee periods may not be available through all authorized distributors of
the Contracts. In no event will you be permitted to elect a Subsequent Guarantee
Period longer than the shortest guarantee period ending on or after the maximum
Maturity Date. We determine from time-to-time the interest rates that we will
guarantee for Initial and Subsequent Guarantee Periods. The guaranteed interest
rate will in no event be less than the minimum rate required by applicable law.
We, in our sole discretion, determine the guaranteed interest rates, which will
never be less than 1% or, if greater, the non-forfeiture interest rate required
in the state we issue your Contract. We guarantee the interest rate for the
duration of the guarantee period and may not change it. From time to time, we
may offer customers of certain authorized distributors special Initial
Guaranteed Interest Rates which are higher than the

Initial Guaranteed Interest Rate on Contracts offered through other authorized
distributors. In consideration of these higher interest rates, we may reduce the
rate of compensation payable to the authorized distributor of Contracts with
special Initial Guaranteed Interest Rates. In addition, we may modify the Market
Value Adjustment in these situations to reduce the extent of the adjustment that
would normally apply.

Subsequent Guarantee Periods

At the end of a guarantee period, you may choose a Subsequent Guarantee Period
from any of the guarantee periods that we are then offering at the then current
interest rate, all without the imposition of any charge. If you elect a
Subsequent Guarantee Period that extends beyond the Maturity Date, your Maturity
Date will be extended to the last day of that Subsequent Guarantee Period. In no
event will you be permitted to elect a Subsequent Guarantee Period longer than
the shortest guarantee period ending on or after the maximum Maturity Date.

You will have a period of 30 days commencing with the expiration of a guarantee
period to elect in writing a Subsequent Guarantee Period from among those that
are available. At least 15 days, but not more than 45 days prior to that period,
we will provide you with written notice of the expiry of the guarantee period.
IF YOU DO NOT ELECT A SUBSEQUENT GUARANTEE PERIOD WITHIN THE REQUIRED PERIOD, A
SUBSEQUENT GUARANTEE PERIOD OF ONE YEAR WILL COMMENCE. IF A ONE YEAR GUARANTEE
PERIOD IS NOT THEN AVAILABLE, WE WILL SELECT THE NEXT SHORTEST GUARANTEE PERIOD
AVAILABLE. The effective date of the Subsequent Guarantee Period will be the
first day following the expiry of the immediately preceding guarantee period.
Your Account Value will not be subject to any Market Value Adjustment at the
time it is applied to a Subsequent Guarantee Period pursuant to this provision.

Withdrawals

Prior to the earlier of the Maturity Date or the death of a Contract Owner, you
may withdraw all or a portion of your Account Value by written request, complete
with all necessary information, to our Annuities Service Center. For certain
qualified Contracts, the Code and regulations promulgated by the Internal
Revenue Service ("IRS") may require the consent of a Qualified Plan
participant's spouse to an exercise of the withdrawal right. (See "Adjustments
And Charges Upon Withdrawals.")

Under our current administrative practices for partial withdrawals, we will
permit you to specify whether the amount you request is to be treated as a
"gross" withdrawal amount or a "net" withdrawal amount. If you request a "gross"
amount, we will reduce the Account Value of your Contract by the amount
requested, apply any applicable withdrawal charges and adjustments to the amount
withdrawn from your Account Value and pay you the difference. Because we impose
charges upon a withdrawal, the amount you receive is likely to be less than the
"gross" amount you requested. Application of a Market Value Adjustment will
further decrease the amount you receive, if the adjustment is negative, and will
increase the amount you receive or your remaining Account Value, if the
adjustment is positive. (See "Adjustments And Charges Upon Withdrawals.")

If you request a "net" amount, and you have sufficient Account Value, we will
reduce your Account Value by the gross amount necessary to cover any applicable
withdrawal charges and adjustments and leave a balance for payment to you of the
"net" amount requested. (We may, however, be required to reduce the amount
payable because of tax withholding requirements. Please read "VII. Federal Tax
Matters" for more information.) The amount you receive as a result of a "net"
request may be less than the amount of reduction of your Account Value.

If you do not specify if you want a "gross" amount or a "net" amount, we will
process your partial withdrawal request as a request for a "gross" amount. We
also may change our current administrative practices and discontinue processing
"net" requests at any time.

There is no limit on the frequency of partial withdrawals. However, the amount
withdrawn from your Account Value must be at least equal to $1,000, the minimum
amount specified in the Contract, or, if less, the entire Account Value. If a
partial withdrawal plus any applicable withdrawal charge, after giving effect to
any applicable Market Value Adjustment (see "IV. Charges, Deductions and
Adjustments" for instances when a Market Value Adjustment would not apply),
would reduce the Account Value to less than $5,000, the minimum specified in the
Contract, we may treat the partial withdrawal as a total withdrawal of the
Account Value.

We treat all requests for a total withdrawal of the Account Value as a request
to surrender your Contract for a "gross" amount. As a result:

- you may receive less than the amount requested because of the
imposition of contract charges, including any applicable
administrative fee, and a Market Value Adjustment; and

- we will cancel your Contract as of the date we receive the
request at our Annuities Service Center.

We may defer the payment of a full or partial withdrawal for not more than six
months (or the period permitted by applicable state law if shorter) from the
date we receive the withdrawal request. If we defer payments for more than 30
days, we will credit the amount deferred with interest at a rate not less the
minimum required by applicable law.

WITHDRAWALS ARE SUBJECT TO CONTRACT CHARGES AND MARKET VALUE ADJUSTMENTS (SEE
"ADJUSTMENTS AND CHARGES UPON WITHDRAWALS"). WITHDRAWALS FROM THE CONTRACT ALSO
MAY BE SUBJECT TO INCOME TAX AND A 10% PENALTY TAX. WITHDRAWALS ARE PERMITTED
FROM CONTRACTS ISSUED IN CONNECTION WITH SECTION 403(B) QUALIFIED PLANS ONLY
UNDER LIMITED CIRCUMSTANCES (SEE "VII. FEDERAL TAX MATTERS").

Special Withdrawal Services - The Systematic Withdrawal Program

We administer a Systematic Withdrawal Program ("SWP") which permits you to
pre-authorize a periodic withdrawal of a specified amount of Account Value. We
apply a Market Value Adjustment factor and assess withdrawal charges if a SWP
withdrawal exceeds the free withdrawal amount (see "Free Withdrawal Amount" in
"IV. Charges, Deductions and Adjustments"). SWP withdrawals, like other
withdrawals, may be subject to income tax and a 10% IRS penalty tax. If you are
interested in a SWP, you may obtain a separate authorization form and full
information concerning the program and its restrictions from your registered
representative or our Annuities Service Center. There is no charge for
participation in the SWP program.

We may modify or suspend the SWP program at any time. If we do, existing
systematic withdrawal payments will not be affected.

Telephone and Electronic Transactions

You may request withdrawals by telephone if you elect that option on an
appropriate authorization form provided by us. We will not be liable for
following telephone instructions that we reasonably believe to be genuine. We
will employ reasonable procedures to confirm that instructions communicated by
telephone are genuine; such procedures include asking you, upon telephoning a
request, to provide certain identifying information. We may be liable for any
losses due to unauthorized or fraudulent instructions only where we fail to
employ our procedures properly. For your and our protection, we will tape record
all such conversations. All telephone transactions will be followed by a
confirmation statement of the transaction.

We reserve the right to impose maximum withdrawal amounts and other procedural
requirements related to data security and identity verification in connection
with the telephone withdrawal privilege.

From time to time, we may also permit you to access information and perform some
electronic transactions (other than withdrawals) through our website. If we do,
we will require you to create an account with a username and password, and to
maintain a valid e-mail address. You will be responsible for keeping your
password confidential and notifying us of any loss or theft of your password or
any unauthorized use of your password.

Death Benefit Before Maturity Date

If any Owner dies prior to the Maturity Date (or date Annuity Payments begin, if
earlier) the death benefit will be equal to the Account Value, as of the date on
which written notice and proof of death (Due Proof of Death) and all required
claim forms are received in good order at our Annuities Service Center.

On the death of the last surviving Annuitant, the Owner becomes the new
Annuitant, if the Owner is an individual. If any Owner is a non-natural person,
the death of an Annuitant is treated as the death of an Owner.

If the co-Owner predeceases the Owner, the Owner will be treated as the
Beneficiary.

The Beneficiary may continue the Contract as the Owner, subject to the
requirements of Section 72(s) of the Code. If the Contract cannot continue under
Section 72(s), or if the Beneficiary elects not to continue the Contract, the
death benefit will be distributed:

(i) as an Annuity Option as described in the Contract; or

(ii) over the life of the Beneficiary, or over a period not to extend
beyond the life expectancy of the Beneficiary, with such
distributions beginning within one year from the date of the
Owner's death; or

(iii) within five (5) years of the Owner's death; or

(iv) in one lump sum.

Withdrawal Charges will be waived on any withdrawals under (ii), (iii) or (iv).
If the Beneficiary dies before distributions under (ii) or (iii) are complete,
the remaining death benefit must be distributed in a lump sum immediately. If
there is more than one Beneficiary, the foregoing provisions will independently
apply to each Beneficiary.

The Contract will terminate if the death benefit is taken in one sum.

If the Beneficiary decides to continue the Contract as the Owner, subject to
Section 72(s), the new Owner must carry out the current guarantee period and
thereafter, applicable Market Value Adjustments will apply to amounts withdrawn
as described under the Contract. Such amounts may be adjusted upward or downward
by the application of a Market Value Adjustment factor. Subject to the rights of
an irrevocable Beneficiary, the new Owner in such instance may name a new
Beneficiary and, if no Beneficiary is so named, the decedent Beneficiary's
estate will be the Beneficiary. If the Contract is held as part of a Qualified
Plan, the terms of your Qualified Plan endorsement form will control.

We will permit the Owner to limit the death benefit option(s) to be offered to
any named Beneficiary, if the Owner provides notice in writing to the Company
prior to death and the desired option(s) is one provided for in the Contract.

ANNUITY PROVISIONS

General

You may apply the proceeds of the Contract payable on death or annuitization to
the Annuity Options described below, subject to the distribution of death
benefit provisions (see "Accumulation Provisions - Death Benefit Before Maturity
Date").

Generally, annuity benefits under the Contract will begin on the Maturity Date
(the "Annuitization"). The Maturity Date is the date specified on the Contract
specifications page, unless changed. If no date is specified, the Maturity Date
is the maximum Maturity Date. The maximum Maturity Date is the first day of the
month following the 95th birthday of the Annuitant. You may specify a different
Maturity Date at any time by written request at least one month before both the
previously specified and the new Maturity Date. Without our consent, the new
Maturity Date may not be later than the maximum Maturity Date. The occurrence or
scheduled occurrence of Maturity Dates when the Annuitant is at an advanced age,
e.g., past age 85, may in some circumstances have adverse income tax
consequences (see "VII. Federal Tax Matters" for possible qualifications and a
more detailed discussion). Distributions from qualified Contracts may be
required before the Maturity Date.

You may select the frequency of Annuity Payments. However, if the Account Value
at the Maturity Date is such that a monthly payment would be less than our
minimum then in effect, we may make a single payment in one lump sum adjusted by
any Market Value Adjustment, if applicable, to the Annuitant or Payee on the
Maturity Date.

Annuity Options

Annuity benefits are available under the Contract on a fixed basis. When you
purchase a Contract, and on or before the Maturity Date, you may select one of
the Annuity Options described below or choose an alternate form of settlement
acceptable to us. If you do not select an Annuity Option, we will provide as a
default option that Annuity Payments be made for a period certain of ten years
and continue thereafter during the lifetime of the Annuitant. IRS regulations
may preclude the availability of certain Annuity Options in connection with
certain qualified Contracts. After the Maturity Date, the Annuitant or Annuity
Option selected may not be changed.

We guarantee the following Annuity Options in the Contract.

- Option (a): Non-Refund Life Annuity. We will make Annuity
Payments during the lifetime of the Annuitant. No payments are
due after the death of the Annuitant. Since we do not guarantee
that any minimum number of payments will be made, an Annuitant
may receive only one payment if the Annuitant dies prior to the
date the second payment is due.

- Option (b): Life Annuity with Payments Guaranteed for 5, 10 or 20
Years. We will make Annuity Payments for the guaranteed period
elected and continuing thereafter during the lifetime of the
Annuitant. Since we guarantee payments for the period elected, we
will make Annuity Payments to the end of such period even if the
Annuitant dies prior to the end of the period.

- Option (c): A Single Sum.

In addition to the foregoing Annuity Options which we are contractually
obligated to offer at all times, we may offer other Annuity Options in the
future.

Only an Account Value of $5,000 or more may be applied to one of the Annuity
Options offered. If the amount of the first Annuity Payment would be less that
our minimum requirements then in effect, we may make a single payment, adjusted
by any Market Value Adjustment, if applicable, on the date the first payment is
payable. This single payment is in place of all other benefits provided by the
Contract.

Death Benefit on or After Maturity Date

If you have selected an Annuity Option providing for payments for a guaranteed
period, and the Annuitant dies on or after the Maturity Date, we will make the
remaining guaranteed payments to the Beneficiary. We will make any remaining
payments at least as rapidly as under the method of distribution being used as
of the date of the Annuitant's death. If no Beneficiary is living, we will
commute any unpaid guaranteed payments to a single sum (on the basis of the
interest rate used in determining the payments) and pay that single sum to the
estate of the last to die of the Annuitant and the Beneficiary.

OTHER CONTRACT PROVISIONS

Fifteen Day Right to Review

You may cancel the Contract by returning it to our Annuities Service Center or
agent within fifteen days after receipt of the Contract. Within seven days after
we receive the returned Contract, we will pay the Owner an amount equal to the
Account Value (adjusted by any Market Value Adjustment), or if the Contract is
issued as an individual retirement annuity under Section 408 or Section 408A of
the Code or as otherwise required by applicable law, the Payment made for the
Contract, if greater.

We do not impose any withdrawal charge upon return of the Contract within the
fifteen day right to review period. Upon cancellation, we will return to you
either the current Account Value or your full Purchase Payment, as required by
state insurance laws and regulations. The right to review period may very in
certain states to comply with the requirements of insurance laws and
regulations in such states.

Ownership

In the case of an individual annuity Contract, the Contract Owner is the person
entitled to exercise all rights under the Contract. In the case of a group
annuity Contract, the group annuity Contract is owned by the Group Holder;
however, all Contract rights and privileges not expressly reserved to the Group
Holder may be exercised by each Certificate Owner as to such Owner's interest as
specified in his or her Certificate. The Contract Owner is the person designated
in the Contract specifications page or as subsequently named. If amounts become
payable to any Beneficiary under the Contract, the Beneficiary is the Contract
Owner.

In the case of Nonqualified Contracts, you may change the ownership of or
collaterally assign the Contract at any time prior to the Maturity Date, subject
to the rights of any irrevocable Beneficiary. Assigning a Contract, or changing
the ownership of a Contract, may be treated as a distribution of the Account
Value for federal tax purposes (see "VII. Federal Tax Matters" for possible
qualifications and a more detailed discussion).

As the Owner of the Contract, you may have access to information for you or a
member of your family that we may provide regarding elder care needs and
questions and informational assistance that may help you identify various elder
care service agencies available in your community.

You must make any request for a change of ownership or assignment in writing,
and such a request is subject to our approval. If approved by us, any assignment
and any change will be effective as of the date we receive your request at our
Annuities Service Center. We assume no liability for any payments made or
actions taken before we approve a change or accept an assignment and no
responsibility for the validity or sufficiency of any assignment. If you make an
absolute assignment, it will revoke the interest of any revocable Beneficiary.

In the case of qualified Contracts, ownership of the Contract generally may be
transferred only by the trustee of an exempt employees' trust which is part of a
retirement plan qualified under Section 401 of the Code or as otherwise
permitted by applicable IRS regulations. Subject to the foregoing, a qualified
Contract may not be sold, assigned, transferred, discounted or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose to any person other than us.

Beneficiary

The Beneficiary is the person, persons or entity designated in the Contract
specifications page or as subsequently named. However, if there is a surviving
Contract Owner, that person will be treated as the Beneficiary. You may change
the Beneficiary subject to the rights of any irrevocable Beneficiary. You must
make any request for a change in writing. Such a request is subject to our
approval and if approved by us, the change will be effective on the date the
request is signed. We assume no liability for any payments made or actions taken
before we approve the change. If no Beneficiary is living, the Contingent
Beneficiary will be the Beneficiary. The interest of any Beneficiary is subject
to that of any assignee. If no Beneficiary or Contingent Beneficiary is living,
the Beneficiary is the estate of the deceased Contract Owner. In the case of
certain Qualified Contracts, IRS regulations prescribe certain limitations on
the designation of a Beneficiary.

Annuitant

The Annuitant is any natural person or persons to whom we will make Annuity
Payments (unless you designate a different Payee) and whose life is used to
determine the duration of Annuity Payments involving life contingencies. If you
name more than one person as an Annuitant, the second person named will be
referred to as "co-Annuitant." The Annuitant is as designated on the Contract
specifications page or in the application, unless changed.

On the death of the Annuitant, the co-Annuitant, if living, becomes the
Annuitant. If there is no living co-Annuitant, the Owner becomes the Annuitant.
In the case of certain qualified Contracts, there are limitations on the ability
to designate and change the Annuitant and the co-Annuitant.

You may change the Annuitant subject to the rights of any irrevocable
Beneficiary. You must make any request for a change in writing. Such a request
is subject to our approval and, if approved by us, the change will be effective
as of the date we receive your request at our Annuity Service Center. The
Annuitant may not be changed after the Maturity Date.

Modification

We will not change or modify the Contract without the consent of the Owner or
Group Holder, as applicable, except to the extent necessary to conform to any
applicable law or regulation or any ruling issued by a government agency.
However, on 30 days notice to the Group Holder, we may change the withdrawal
charges, administration fees, free withdrawal percentage, annuity purchase rate
and the Market Value Adjustment as to any Certificates issued after the
effective date of the modification.

Code Section 72(s)

We will interpret the provisions of the Contract so as to comply with the
requirements of Section 72(s) of the Code.

Our Approval

We may accept or reject a Contract application in our sole discretion, which we
will exercise in a non-discriminatory manner.

Discontinuance of New Owners

In the case of a group annuity Contract, we may, on 30 days notice to the Group
Holder, limit or discontinue acceptance of new applications and the issuance of
new Contracts to group members or participants.

Misstatement and Proof of Age, Sex or Survival

We may require proof of age, sex or survival of any person upon whose age, sex
or survival an Annuity Payment depends. If the age or sex of the Annuitant has
been misstated, the benefits will be those which the Annuity Payment would be
provided for the correct age and sex. If we have made incorrect Annuity
Payments, the amount of any underpayments will be paid immediately. The amount
of any overpayment will be deducted from future Annuity Payments. We will
uniformly charge or credit interest in accordance with state law, as applicable.
The provisions of the Contract shall be interpreted so as to comply with the
requirements of Section 72(s) of the Code.

Non-participating

Your Contract is non-participating and will not share in our profits or surplus
earnings. We will pay no dividends on your Contract.

IV. Charges, Deductions and Adjustments

ADJUSTMENTS AND CHARGES UPON WITHDRAWALS

We may apply a Market Value Adjustment factor and assess withdrawal charges
under the Contracts if you request a partial or full withdrawal of Account Value
or annuitize any amount prior to the end of either the Initial Guarantee Period
or a Subsequent Guarantee Period. We may also assess an administrative fee if
you request a full withdrawal of Account Value or annuitize any amount prior to
the end of these periods.

We will not apply a Market Value Adjustment factor or assess withdrawal charges:

- if you request a withdrawal or annuitize any amount during the 30
day period after the expiration of any guarantee period. (We must
receive your written request for withdrawal at the end of a
guarantee period during the 30 day period following the end of
that guarantee period.); or

- if you request to withdraw or annuitize any available free
withdrawal amount; or

- if we cancel your Contract should you make withdrawals that bring
your Account Value below $5,000 (However,if the Account Value at
the Maturity Date is such that a monthly payment would be less
than our minimum then in effect, we may make a single payment in
one lump sum adjusted by any Market Value Adjustment, if
applicable, to the Annuitant or Payee on the Maturity Date.); or

- if you should be confined to an eligible Nursing Home as
described below in "Waiver of Withdrawal Charge and MVA -
Confinement to Nursing Home" and request a total surrender of
your Account Value; or

- in connection with our payment of Contract proceeds following the
death of the Owner or, if applicable, the Annuitant, except as
described in "Accumulation Provisions - Death Benefit Before
Maturity Date;.

We will not apply withdrawal charges on distributions made from a one-year or a
two-year subsequent guarantee period.

We provide information on the free withdrawal amount, Market Value Adjustment
factor and withdrawal charges in the sections that follow. We next provide
examples to illustrate how these impact "gross" and "net" requests to withdraw
Account Value. We provide information on the administrative fee that we may
impose under the Contracts in "Other Charges And Deductions."

Free Withdrawal Amount

We do not apply a Market Value Adjustment factor or assess withdrawal charges if
your request does not exceed a free withdrawal amount. The free withdrawal
amount is the greater of:

a) the annual Required Minimum Distribution ("RMD") amount for
Owners of Qualified Contracts (see "VII. Federal Tax Matters")
who have attained age 70 1/2; or

b) the amount of interest credited during the 12 months prior to the
date of the request, less any Gross Withdrawal Amounts taken
during the 12 month period prior to the date of the request.

Market Value Adjustment Factor

The Market Value Adjustment factor may decrease or increase the amount that we
pay to you or apply to an Annuity Option. We determine the Market Value
Adjustment factor by the following formula:

((1+i)/(1+j +k))(n/12) where:

i - The guaranteed rate in effect for the current guarantee period
for this Contract.

j - The rate offered on a guarantee period equal to the number of
months remaining in the current guarantee period, as of the date
your request is processed. For purposes of this calculation,
months remaining will be rounded up to the next nearest whole
number. If a rate for this duration is not available for new
purchases, we will declare a rate solely for this purpose that is
consistent with rates for durations that are currently available.

k - Adjustment factor set forth in the Contract.

n - The number of months from date that any amounts withdrawn or
converted to Annuity Payments are processed to the end of your
current guarantee period. In the case of partial months, `n' is
rounded up to the next whole month.

The Market Value Adjustment reflects the relationship between the guaranteed
interest rate in effect for your Contract at the time of a withdrawal or
annuitization and the guaranteed interest rate we then make available for new
guarantee periods equal to the remaining term of the guarantee period under your
Contract. In general:

- if the guaranteed interest rate in effect for your Contract is
LOWER than our currently available guaranteed interest rate for a
term equal to the remaining term of the guarantee period under
your Contract, the Market Value Adjustment will REDUCE the amount
withdrawn or annuitized or the balance of your Account Value; and

- if the guaranteed interest rate in effect for your Contract is
HIGHER than our currently available guaranteed interest rate for
a term equal to the remaining term of the guarantee period under
your Contract, the Market Value Adjustment will INCREASE the
amount withdrawn or annuitized or the balance of your Account
Value.

The greater the difference in these interest rates the greater the effect of the
Market Value Adjustment. The Market Value Adjustment also has a greater effect
when interest rates increase than when they decrease. As can be seen from the
examples in Appendix A, the negative adjustment that results from a 1% increase
in interest rates is higher in amount than the positive adjustment that results
from a 1% decrease in interest rates.

The Market Value Adjustment is also affected by the amount of time remaining in
the guarantee period. Generally, the longer the time remaining in the guarantee
period, the greater the effect of the Market Value Adjustment on the amount
withdrawn or annuitized. This is because the longer the time remaining in the
guarantee period, the higher the compounding factor `n' in the Market Value
Adjustment factor.

The Market Value Adjustment, alone or in combination with applicable withdrawal
charges, could result in your receiving total withdrawal proceeds of less than
your Purchase Payment.

BECAUSE OF THE MARKET VALUE ADJUSTMENT PROVISION OF THE CONTRACT, YOU BEAR THE
INVESTMENT RISK THAT THE CURRENT AVAILABLE GUARANTEED INTEREST RATE OFFERED BY
US AT THE TIME OF WITHDRAWAL OR ANNUITIZATION MAY BE HIGHER THAN THE INITIAL OR
SUBSEQUENT GUARANTEE INTEREST RATE APPLICABLE TO THE CONTRACT WITH THE RESULT
THAT THE AMOUNT YOU RECEIVE UPON A WITHDRAWAL OR ANNUITIZATION MAY BE
SUBSTANTIALLY REDUCED.

For more information on the Market Value Adjustment, including examples of its
calculation, see "Impact of Market Value Adjustment and Withdrawal Charge" and
Appendix A.

Withdrawal Charge

Please see Appendix B for a schedule of withdrawal charges applicable to the
Contracts we offer through this prospectus. A withdrawal charge will reduce the
amount payable to you if you make a withdrawal from the Contract before the end
of your chosen guarantee period.

We calculate the amount of the withdrawal charge by multiplying the Gross
Withdrawal Amount, less any administration fee and free withdrawal amount, by
the applicable withdrawal charge percentage obtained from the tables set forth
in Appendix B. We use separate withdrawal charge percentages for Initial and
Subsequent Guarantee periods. (Please read "Withdrawals" and Appendix B:
"Withdrawal Charge Schedules" for more information.)

We may subject withdrawals to a Market Value Adjustment in addition to the
withdrawal charge described above (see "Market Value Adjustment Factor" and
"Impact of Market Value Adjustment and Withdrawal Charge"). The Market Value
Adjustment, alone or in combination with applicable withdrawal charges, could
result in your receiving total withdrawal proceeds of less than your Purchase
Payment.

Withdrawals may be subject to income tax to the extent of earnings under the
Contract and, if made prior to age 59 1/2, may also be subject to a 10% IRS
penalty tax (see "VII. Federal Tax Matters - Taxation of Partial and Full
Withdrawals").

Waiver of Applicable Withdrawal Charge and MVA - Confinement to Nursing Home
(John Hancock USA Contracts only; not available in MA and NY)

In states where approved, any applicable withdrawal charge and market value
adjustment will be waived on a full or partial withdrawal prior to the Maturity
Date if both the following apply:

- A Covered Person being diagnosed with a first occurrence of any
Covered Condition, subject to the Pre-existing Condition
Limitation; and

- A Covered Person's confinement in a Nursing Home.

In order for a Covered Person to be considered confined in a Nursing Home, the
following conditions must be met:

a. a Covered Person was not confined to a Nursing Home within two
years prior to the Effective Date of the Contract.

b. a Covered Person's confinement is for at least 90 consecutive
days;

c. a Covered Person is receiving Nursing Care;

d. such Nursing Care is based on a Physician's plan in accordance
with accepted standards of medical practice, and is Medically
Necessary;

e. such Nursing Care is needed because of a Covered Person's
inability to perform at least two of the Activities of Daily
Living without Human Assistance because of either Physical
Impairment or Cognitive Impairment; and

f. such Nursing Care is received while the contract is in force, and
is not assigned.

"Covered Person" means the Owner. "Covered Person" will mean the Annuitant if
the Contract is owned by a Trust.

"Nursing Home" means a facility which meets both of the following requirements:

- it is licensed and operated to provide Nursing Care for a charge
(including room and board), according to the laws of the jurisdiction
in which it is located;

- has services performed by or under the continual, direct, and
immediate supervision of a registered nurse, licensed practical nurse,
or licensed vocational nurse, on-site twenty-four (24) hours per day.

A Nursing Home may be a freestanding facility or it may be a distinct part of a
facility, including a ward, wing, or swing-bed of a hospital or other facility.

Nursing Home does not mean:

- a hospital or clinic;

- a rehabilitation hospital or facility;

- an assisted care living facility;

- a rest home (a home for the aged or a retirement home) which does not,
as its primary function, provide custodial care;

- your primary place of residence, including your living quarters in a
continuing care retirement community or similar entity;

- a facility for the treatment of alcoholism, drug addiction, or mental
illness.

PRE-EXISTING CONDITION LIMITATION. We will not waive any withdrawal charge for a
diagnosis of a first occurrence of a Covered Condition during the first two
years after the effective date of the Contract if it results from a Pre-existing
Condition, as defined in your Contract.

"Pre-existing Condition" means the existence of symptoms which would cause an
ordinarily prudent person to seek medical diagnosis, care, and treatment within
one year before the effective date of the Contract or a condition for which
medical consultation, advice, or treatment was recommended by or received from
or sought from a Physician during the two years immediately preceding the
effective date of the Contract.

A "Physician" is a person other than you, the Annuitant(s) or a member of your
or the Annuitant's families who is a licensed medical doctor (M.D.) or a
licensed doctor of osteopathy (D.O.), practicing within the scope of that
license.

Please refer to your Contract for additional information on Activities of Daily
Living, Nursing Care and other terms not specifically discussed in this
prospectus.

THE WAIVER DESCRIBED ABOVE IS NOT AVAILABLE IN ALL STATES AND CERTAIN TERMS MAY
VARY DEPENDING ON THE STATE OF ISSUE AS NOTED IN YOUR CONTRACT. WITHDRAWALS MAY
BE TAXABLE AND IF MADE PRIOR TO AGE 59 1/2 MAY BE SUBJECT TO A 10% PENALTY (SEE
"VII. FEDERAL TAX MATTERS").

Impact of Market Value Adjustment and Withdrawal Charge

We provide the following three examples to illustrate how we calculate and apply
the Market Value Adjustment factor and withdrawal charge. These examples are
based on the assumptions we use and are not indicative of the actual impact the
Market Value Adjustment factor and withdrawal charges will have on your
Contract. The Market Value Adjustment is based, in part, on the guaranteed
interest rates we make available for new guarantee periods at the time of a
withdrawal and is subject to change. The Withdrawal Charge Schedule applicable
to your Contract may vary from the Withdrawal Charge Schedule applicable to
other Contracts we may offer.

We retain all withdrawal charges and all "negative" Market Value Adjustments. We
generally pay you "positive" Market Value Adjustments, except in situations
where a "net" partial withdrawal request results in a portion of a positive
Market Value Adjustment being used to cover applicable withdrawal charges.

EXAMPLE 1 (Impact on a Total Withdrawal):

Assume that you make a request for a total withdrawal of Account Value at a time
when:

- your Account Value is $16,800;

- the free withdrawal amount is $800;

- the withdrawal charge is 6%;

- the guarantee period in effect for your Contract is seven years,
and you make the request at the beginning of the third year of
the guarantee period (i.e., there are five years remaining for
that guarantee period); and

- the guaranteed interest rate we are then offering for a new five
year guarantee period is 6%.

Step 1: We first determine the portion of the Gross Withdrawal Amount that is
subject to a Market Value Adjustment and withdrawal charges. Since you requested
a total withdrawal of Account Value, we subtract the free withdrawal amount
($800) from your Account Value ($16,800). The Gross Withdrawal Amount subject to
Market Value Adjustment and withdrawal charges in this case is $16,000.

Step 2: We next determine the Market Value Adjustment. In this example, the
guaranteed interest rate we assume to be in effect for your Contract (5%) is
lower than the guaranteed interest rate we assume to be offering for the
remaining term of your guaranteed interest period (6% for a 5 year term). These
are the same assumptions we use in the first example in Appendix A, and we would
calculate a Market Value Adjustment factor as shown in that example (0.94254) to
reduce the amount payable to you.

We determine the amount of the Market Value Adjustment by multiplying the Gross
Withdrawal Amount that is subject to a Market Value Adjustment ($16,000) by the
Market Value Adjustment factor of 0.94254, which produces a result of $15,080.
The amount of the Market Value Adjustment is the difference between $15,080 and
$16,000, or a negative $920.

Step 3: We next determine the amount of your withdrawal charge. To do this, we
multiply the Gross Withdrawal Amount that is subject to a withdrawal charge
($16,000) by the 6% surrender charge to produce a surrender charge of $960.

Step 4: We next subtract the Market Value Adjustment ($920) and the withdrawal
charge ($960) from your Account Value ($16,800). This results in a net amount
payable to you of $14,920, assuming that we do not have to withhold any amounts
for taxes.

EXAMPLE 2 (Impact on a Request for a "Net" Partial Withdrawal):

This example uses the same assumptions as EXAMPLE 1, except that you request a
"net" partial withdrawal of $6,000 (with no tax withholding) instead of a total
withdrawal of Account Value.

Step 1: We will calculate a "gross" withdrawal amount that is large enough to
cover any applicable Market Value Adjustment and withdrawal charge so that you
will receive the requested "net" amount. To do this, we need to use a
mathematical formula, as follows:

Gross Withdrawal Amount =

(Net Withdrawal Amount + Free Amount * ((Market Value Adjustment Factor - 1)
- Withdrawal Charge %))
------------------------------------------------------------------------------
(1+ (Market Value Adjustment Factor - 1) - Withdrawal Charge %)

In this example,

Gross Withdrawal Amount = ($6,000 + $800*( (.94254 - 1) - .06)) / (1 +
(.94254-1) - .06) = $6,692

Step 2: We next determine the amount of the Market Value Adjustment. We
determine the applicable Market Value Adjustment factor (0.94254) in the same
manner as in Step 2 of EXAMPLE 1. Since we do not apply the Market Value
Adjustment factor to the free withdrawal amount, we first subtract the free
withdrawal amount ($800) from the Gross Withdrawal Amount calculated above
($6,692). We then multiply the difference ($5,892) by the Market Value
Adjustment factor, which produces a result of $5,554. The amount of the Market
Value Adjustment is the difference between $5,554 and $5,892, or a negative
$338.

Step 3: We next determine the amount of the withdrawal charge. Since we do not
apply the withdrawal charge to the free withdrawal amount, we first reduce the
Gross Withdrawal Amount calculated above ($6,692) by the free withdrawal amount
($800). We then

multiply the difference ($5,892) by the 6% withdrawal charge. This results in a
withdrawal charge of $354.

Step 4: As a result of your assumed request for a "net" partial withdrawal of
$6,000, we would deduct a total of $6,692 from your Account Value. We would pay
you the requested $6,000, and your remaining Account Value would equal $10,108.
Your Contract would remain in force.

EXAMPLE 3 (Impact on a Request for a "Gross" Partial Withdrawal):

This Example uses the same assumptions as EXAMPLE 1, except that you request a
"gross" partial withdrawal of $6,000 (with no tax withholding), or fail to make
a request for a "net" partial withdrawal.

Step 1: We first determine the portion of the partial withdrawal request that is
subject to a Market Value Adjustment and withdrawal charges. Since you requested
a "gross" partial withdrawal of Account Value, we subtract the free withdrawal
amount ($800) from the total amount of your request ($6,000). The Gross
Withdrawal Amount subject to Market Value Adjustment and withdrawal charges in
this case is $5,200.

Step 2: We next determine the amount of the Market Value Adjustment. We
determine the applicable Market Value Adjustment factor (0.94254) in the same
manner as in Step 2 of EXAMPLE 1. We then multiply the amount determined under
Step 1 ($5,200), by the Market Value Adjustment factor of 0.94254, which
produces a result of $4,901. The amount of the Market Value Adjustment is the
difference between $4,901 and $5,200, or a negative $299.

Step 3: We next determine the amount of your withdrawal charge. To do this, we
multiply the Gross Withdrawal Amount that is subject to a withdrawal charge
($5,200) by the 6% withdrawal charge to produce a withdrawal charge of $312.

Step 4: As a result of your assumed request for a "gross" partial withdrawal of
$6,000, we would deduct a total of $6,000 from your Account Value. We would
reduce the amount payable by $611 (which is the sum of the $299 Market Value
Adjustment and $312 surrender charge), and pay you $5,389. Your remaining
Account Value would equal $10,800 and your Contract would remain in force.

OTHER CHARGES AND DEDUCTIONS

Taxes

We reserve the right to charge or provide for certain taxes against Purchase
Payments, Account Values, death benefits or Annuity Payments. Such taxes may
include premium taxes or other taxes levied by any government entity which we
determine to have resulted from the:

- establishment of the MVA Separate Account;

- receipt by us of Purchase Payments;

- issuance of the Contracts;

- commencement or continuance of Annuity Payments under the
Contracts; or

- death of the Owner or Annuitant.

In addition, we will withhold taxes to the extent required by applicable law.

Except for residents of those states which apply premium taxes upon receipt of
Purchase Payments, we will deduct premium taxes from the Account Value used to
provide for Annuity Payments. For residents of those states which apply premium
taxes upon receipt of Purchase Payments, we will deduct premium taxes upon
payment of any withdrawal or death benefits or upon any annuitization. The
amount deducted will depend on the premium tax assessed in the applicable state.
State premium taxes currently range from 0% to 3.5% of the Purchase Payment,
depending on the jurisdiction and the tax status of the Contract and are subject
to change by the legislature or other authority (see Appendix C: "State Premium
Taxes").

Administration Fee

To compensate us for assuming certain administrative expenses, we reserve the
right to charge an annual administration fee, which will never exceed $50.00. If
imposed, the fee will be detailed on your Contract's specifications page. Prior
to the Maturity Date, we will deduct the administration fee on each Contract
Anniversary. If you surrender the Contract for its Account Value on any date
other than the Contract Anniversary, we will deduct the full amount of the
administration fee from the amount paid. After the Maturity Date, the
administration fee is deducted on a pro rata basis from each Annuity Payment.

V. General Information About Us

THE COMPANIES

Your Contract is issued by either John Hancock USA or John Hancock NY. Please
refer to your Contract to determine which Company issued your Contract.

John Hancock USA, formerly known as "The Manufacturers Life Insurance Company
(U.S.A.)," is a stock life insurance company originally organized under the laws
of Maine on August 20, 1955 by a special act of the Maine legislature. John
Hancock USA redomesticated under the laws of Michigan on December 30, 1992. John
Hancock USA is authorized to transact life insurance and annuity business in all
states (except New York), the District of Columbia, Guam, Puerto Rico and the
Virgin Islands. Its principal office is located at 601 Congress Street, Boston,
Massachusetts 02210-2805. John Hancock USA also has an Annuities Service Center
at 164 Corporate Drive, Portsmouth, NH 03801-6815.

John Hancock NY, formerly known as "The Manufacturers Life Insurance Company of
New York," is a wholly-owned subsidiary of John Hancock USA and is a stock life
insurance company organized under the laws of New York on February 10, 1992.
John Hancock NY is authorized to transact life insurance and annuity business
only in the State of New York. Its principal office is located at 100 Summit
Lake Drive, Valhalla, New York 10595. John Hancock NY also has an Annuities
Service Center at 164 Corporate Drive, Portsmouth, NH 03801-6815.

The ultimate parent of both companies is Manulife Financial Corporation, a
publicly traded company, based in Toronto, Canada. Manulife Financial
Corporation is the holding company of The Manufacturers Life Insurance Company
and its subsidiaries, collectively known as Manulife Financial. The Companies
changed their names to John Hancock Life Insurance Company (U.S.A.) and John
Hancock Life Insurance Company of New York, respectively, on January 1, 2005
following Manulife Financial Corporation's acquisition of John Hancock Financial
Services, Inc.

RATING AGENCIES, ENDORSEMENTS AND COMPARISONS. We are ranked and rated by
independent financial rating services, including Moody's Investors Service,
Inc., Standard & Poor's Rating Services, Fitch Ratings Ltd. and A.M. Best
Company. The purpose of these ratings is to reflect the financial strength or
claims-paying ability of John Hancock USA and John Hancock NY. The ratings are
not intended to reflect the investment experience or financial strength of the
MVA Separate Accounts or the Contracts. The ratings are available on our
website. We may from time to time publish the ratings in advertisements, sales
literature, reports to Contract Owners, etc. In addition, we may include in
certain promotional literature endorsements in the form of a list of
organizations, individuals or other parties that recommend the Company or the
Contracts.

REGULATION. John Hancock USA is subject to the laws of the State of Michigan
governing insurance companies and to the regulation of Michigan's Office of
Financial and Insurance Regulation. John Hancock NY is subject to the laws of
the state of New York governing insurance companies and to the regulation of the
New York State Insurance Department. In addition, we are subject to regulation
under the insurance laws of other jurisdictions in which we operate. Regulation
by the applicable insurance department includes periodic examination of our
operations, including contract liabilities and reserves. Regulation by
supervisory agencies includes licensing to transact business, overseeing trade
practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulation of the type and amounts
of investments permitted. Our books and accounts are subject to review by the
applicable insurance department and other supervisory agencies at all times, and
we file annual statements with these agencies. A full examination of our
operations is conducted periodically by the applicable insurance departments.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed (up to prescribed limits) for policyholder losses
incurred by insolvent companies. The amount of any future assessments on us
under these laws cannot be reasonably estimated. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's own financial strength.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Federal legislation that removed barriers preventing banks
from engaging in the insurance business or that changed the federal income tax
treatment of insurance companies, insurance company products, or employee
benefit plans could significantly affect the insurance business.

MVA SEPARATE ACCOUNTS

We established the John Hancock USA MVA Separate Account in 2009 as a
non-unitized separate account under Michigan law and

the John Hancock NY MVA Separate Account in 1997 as a non-unitized separate
account under New York law. The MVA Separate Accounts are not registered as
investment companies under the Investment Company Act of 1940. Each Company
maintains in its MVA Separate Account assets which it selects in accordance with
applicable state law and which have a market value (or other value prescribed by
applicable state law) equal to the reserves the Company must maintain for the
contracts and its other liabilities with respect to the account.

A Contract Owner has no interest in the performance of a MVA Separate Account. A
Contract Owner's Account Value is based on the interest rates we guarantee under
the Contract and not on the performance of a MVA Separate Account. Any gain or
loss in a Company's MVA Separate Account accrues solely to that Company, and we
assume any risk associated with the possibility that the value of the assets in
the MVA Separate Account might fall below the reserves and other liabilities
that must be maintained. Should the value of the assets in a Company's MVA
Separate Account fall below reserve and other liabilities, the Company will
transfer assets from its General Account to its MVA Separate Account to make up
the shortfall. Each Company reserves the right to transfer to its General
Account any assets of its MVA Separate Account in excess of such reserves and
other liabilities.

Each Company currently intends to use its MVA Separate Account only to support
the obligations under the contracts described in this prospectus, but it
reserves the right to maintain assets in its MVA Separate Account to support any
number of other kinds of annuity contracts which it offers or may offer.

Both the assets accounted for in a Company's MVA Separate Account and all the
other assets maintained in its General Account are available to meet the
Company's guarantees under its contracts. A Contract Owner has no priority
claims on assets accounted for in a MVA Separate Account. These assets are not
insulated from the claims of the Company's creditors and may be charged with
liabilities which arise from other business the Company conducts.

DISTRIBUTION OF THE CONTRACT

Our wholly-owned subsidiary, John Hancock Distributors, LLC ("JH Distributors"),
acts as principal underwriter of the Contracts.

The Contracts will be sold by registered representatives of broker-dealers
authorized by JH Distributors to sell them. Such registered representatives will
also be our licensed insurance agents. JH Distributors will pay distribution
compensation to authorized broker-dealers in varying amounts which under normal
circumstances are not expected to exceed 5% of Purchase Payments.

The registered representative through whom your Contract is sold will be
compensated pursuant to that registered representative's own arrangement with
his or her broker-dealer. The registered representative and the firm may have
multiple options on how they wish to allocate their commissions and/or
compensation. We are not involved in determining your registered
representative's compensation. You are encouraged to ask your registered
representative about the basis upon which he or she will be personally
compensated for the advice or recommendations provided in connection with the
sale of your Contract.

We may make additional payments to firms. These payments are sometimes referred
to as "revenue sharing." Revenue sharing expenses are any payments made to
broker-dealers or other intermediaries to either (i) compensate the intermediary
for expenses incurred in connection with the promotion and/or sale of John
Hancock investment products or (ii) obtain promotional and/or distribution
services for John Hancock investment products. Many firms that sell the
Contracts receive one or more types of these cash payments.

We are among several insurance companies that pay additional payments to certain
firms to receive "preferred" or recommended status. These privileges include:
additional or special access to sales staff; opportunities to provide and/or
attend training and other conferences; advantageous placement of our products on
customer lists ("shelf-space arrangements"); and other improvements in sales by
featuring our products over others.

Revenue sharing payments assist in our efforts to promote the sale of the
Contracts and could be significant to a firm. Not all firms, however, receive
additional compensation. We determine which firms to support and the extent of
the payments we are willing to make, and generally choose to compensate firms
that are willing to cooperate with our promotional efforts and have a strong
capability to distribute the Contracts. We do not make an independent assessment
of the cost of providing such services. Instead, we agree with the firm on the
methods for calculating any additional compensation. The methods, which vary by
firm, may include different categories to measure the amount of revenue sharing
payments, such as the level of sales, assets attributable to the firm and the
annuity contracts covered under the arrangement (including contracts issued by
any of our affiliates). The categories of revenue sharing payments that we may
provide to firms, directly or through JH Distributors, are not mutually
exclusive and may vary from contract to contract. We or our affiliates may make
additional types of revenue sharing payments for other products, and may enter
into new revenue sharing arrangements in the future.

VI. The Subordinated Guarantee

DESCRIPTION OF MANULIFE FINANCIAL CORPORATION

The Subordinated Guarantee is issued by MFC. MFC was incorporated under the
Insurance Companies Act (Canada) in 1999 for the purpose of becoming the holding
company of The Manufacturers Life Insurance Company, which was founded in 1887.
As a mutual life insurance company, The Manufacturers Life Insurance Company had
no common shareholders and its board of directors was elected by its
participating policyholders. In September 1999, The Manufacturers Life Insurance
Company implemented a plan of demutualization and converted into a life
insurance company with common shares and became a wholly-owned subsidiary of
MFC. MFC's head office and registered office is located at 200 Bloor Street
East, Toronto, Ontario, Canada M4W 1E5 (Tel. No. 416-926-3000).

MFC and its subsidiaries provide a wide range of financial products and
services, including individual life insurance, group life and health insurance,
pension products, annuities and mutual funds, to individual and group customers
in Canada, the United States, Asia and Japan. Funds under management by MFC were
Cdn $405 billion as at March 31, 2009. MFC and its subsidiaries also offer
reinsurance services, primarily life and accident and health reinsurance, and
provide investment management services with respect to MFC's general fund
assets, segregated funds assets and mutual funds and, in Canada and Asia,
provide institutional investment services. MFC has directly or indirectly held
all of the outstanding shares of John Hancock USA capital stock since September,
1999 and John Hancock NY since 1992.

DESCRIPTION OF THE MFC SUBORDINATED GUARANTEE

What additional guarantee applies to the guarantee periods under my contract?

John Hancock USA's and John Hancock NY's ultimate corporate parent, MFC,
guarantees their respective obligations with respect to any Contract to which
this prospectus relates (the "MFC Subordinated Guarantee"). The MFC Subordinated
Guarantee will apply unless and until we notify you otherwise. (If we give you
such notice, however, the MFC Subordinated Guarantee would remain in effect for
all guarantee periods that had already started, and would be inapplicable only
to guarantee periods starting after the date of such notice.) The MFC
Subordinated Guarantee does not relieve either company of any obligations under
your Contract - it is in addition to all of the rights and benefits that the
Contract provides. There is no charge or cost to you for the MFC Subordinated
Guarantee, and there are no disadvantages to you of having this additional
guarantee.

What are the reasons for the additional MFC Subordinated Guarantee?

The MFC Subordinated Guarantee is being offered in order to relieve John Hancock
USA and John Hancock NY of the obligation to file with the SEC annual, quarterly
and current reports on Form 10-K, Form 10-Q and Form 8-K, and thus save each the
expense of being an SEC reporting company. MFC, the company that is providing
the MFC Subordinated Guarantee, is the ultimate parent of all of the companies
in the John Hancock group of companies, including John Hancock USA and John
Hancock NY. MFC is a company organized under the laws of Canada and its common
shares are listed principally on the Toronto Stock Exchange and the New York
Stock Exchange. MFC files with the SEC annual and current reports on Forms 40-F
and 6-K, respectively. John Hancock USA and John Hancock NY are included in
MFC's consolidated financial statements in a footnote containing condensed
consolidating financial information with separate columns for MFC, John Hancock
USA, John Hancock NY and other subsidiaries of MFC, together with consolidating
adjustments.

What are the terms of the MFC Subordinated Guarantee?

MFC guarantees your full interest in any guarantee period to which this
prospectus relates. This means that, if John Hancock USA or John Hancock NY
fails to honor any valid request to surrender or withdraw any amount from a
guarantee period, or fails to allocate amounts from a guarantee period to an
annuity option when it is obligated to do so, MFC guarantees the full amount
that you would have received, or value that you would have been credited with,
had John Hancock USA or John Hancock NY fully met its obligations under your
Contract with respect to such guarantee period. If John Hancock USA or John
Hancock NY fails to pay any amount that becomes payable under the Contract upon
the death of an Owner or Annuitant, MFC guarantees the unpaid amount, up to the
Account Value in any guarantee period on the date of death, increased by any
accrued but uncredited interest attributable thereto. There is no charge or cost
to you for receiving the MFC Subordinated Guarantee. If John Hancock USA or John
Hancock NY fails to make payment when due of any amount that is guaranteed by
MFC, you could directly request MFC to satisfy John Hancock USA's or John
Hancock NY's obligation, and MFC must do so. You would not have to make any
other demands on John Hancock USA or John Hancock NY as a precondition to making
a claim against MFC under the MFC Subordinated Guarantee.

The MFC Subordinated Guarantee will be issued pursuant to a subordinated
guarantee dated the effective date of the registration statement of which this
prospectus forms a part, whereby MFC will become guarantor.

Unless otherwise set forth herein, the MFC Subordinated Guarantee will
constitute an unsecured obligation of MFC as guarantor, and will be subordinated
in right of payment to the prior payment in full of all other obligations of
MFC, except for other guarantees or obligations of MFC which by their terms are
designated as ranking equally in right of payment with or subordinated to the
MFC Subordinated Guarantee, and effectively rank senior to MFC's preferred and
common shares. As a result, in the event of MFC's bankruptcy, liquidation,
dissolution, winding-up or reorganization or upon acceleration of any series of
debt securities due to an event also triggering payment obligations on other
debt, MFC's assets will be available to pay its obligations on the MFC
Subordinated Guarantee only after all secured indebtedness and other
indebtedness senior to the MFC Subordinated Guarantee has been paid in full.
There may not be sufficient assets remaining to pay amounts due on all or any
portion of the MFC Subordinated Guarantee.

The MFC Subordinated Guarantee will be governed by the laws of the Commonwealth
of Massachusetts in the case of John Hancock USA, and the State of New York, in
the case of John Hancock NY. The MFC Subordinated Guarantee will provide that
any claim or proceeding brought by a holder to enforce the obligations of MFC,
as guarantor, may be brought in a court of competent jurisdiction in the City of
Boston, Commonwealth of Massachusetts, in the case of John Hancock USA, and the
City of New York, State of New York, in the case of John Hancock NY, and that
MFC submits to the non-exclusive jurisdiction of such courts in connection with
such action or proceeding. MFC has designated John Hancock USA and John Hancock
NY as its authorized agent upon whom process may be served in any legal action
or proceeding against MFC arising out of or in connection with the applicable
MFC Subordinated Guarantee. All payments on the Contracts offered by this
prospectus by MFC under the MFC Subordinated Guarantee will be made without
withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied
by or on behalf of the Government of Canada, or any province, territory or
political subdivision thereof, or any authority therein or thereof having power
to tax, unless the withholding or deduction of such taxes, duties, assessments
or governmental charges by MFC is required by law or by the administration or
interpretation of such law. In the event of any withholding or deduction, MFC
will pay such additional amounts as may be necessary in order that the net
amounts received by the holders of the Contracts offered by this prospectus
after such withholding or deduction shall equal the respective amounts under
such Contracts which would have been receivable in respect of those Contracts in
the absence of such withholding or deduction ("Guarantor Additional Amounts"),
except as described herein and except that no such Guarantor Additional Amounts
shall be payable with respect to any Contract offered by this prospectus:

(a) by or on behalf of a holder who is liable for such taxes, duties,
assessments or governmental charges in respect of such Contract
(i) by reason of his being a person with whom John Hancock USA or
John Hancock NY or the guarantor is not dealing at arm's length
for the purposes of the Income Tax Act (Canada), or (ii) by
reason of his having a connection with Canada or any province or
territory thereof other than the mere holding, use or ownership
or deemed holding, use or ownership of such Contract;

(b) by or on behalf of a holder who would not be liable for or
subject to such withholding or deduction by making a claim for
exemption to the relevant tax authority; or

(c) more than 10 days after the Relevant Date (as defined below)
except to the extent that the holder thereof would have been
entitled to Guarantor Additional Amounts on presenting the same
for payment on the last day of such period of 10 days.

As used herein "Relevant Date" shall mean the date on which such payment first
becomes due.

Where You Can Find More Information

MFC is subject to the information requirements of the U.S. Securities Exchange
Act of 1934, and, in accordance with that Act, files reports and other
information with the SEC. Under a multijurisdictional disclosure system adopted
by the United States and Canada, these reports and other information (including
financial information) may be prepared in accordance with the disclosure
requirements of Canada, which are different from those of the United States.

You may read and copy any reports, statements or other information filed by MFC
at the SEC's Public Reference Room, Station Place, 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. You can also inspect
reports, proxy statements and other information about MFC at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.

You may also obtain copies of this information by mail from the Public Reference
Section of the SEC, Station Place, 100 F Street, N.E., Washington, D.C. 20549,
at prescribed rates, or from commercial document retrieval services.

The SEC maintains a website that contains reports, proxy statements and other
information, including those filed by MFC, at http://www.sec.gov. You may also
access the SEC filings and obtain other information about MFC through the
website maintained by MFC, which is http://www.manulife.com. The information
contained in that website is not incorporated by reference into this prospectus.

Each Company and MFC filed a joint registration statement on Form F-3
("Registration Statement") relating to the Contracts offered by this prospectus
with the SEC under the Securities Act of 1933, as amended. This prospectus is a
part of that registration statement. As permitted by SEC rules, this prospectus
does not contain all the information you can find in the registration statement.
The SEC allows MFC to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to other documents filed separately with the SEC. For more
information about the Contracts and us, you may obtain a copy of the
Registration Statement (File number 333-159101-01 or File No. 333-1459100-01 in
New York) in the manner set forth in the preceding paragraphs.

The information incorporated by reference is deemed to be part of this
prospectus, except for any information superseded by information in this
prospectus. These documents contain important information about the companies
and their financial condition.

MFC incorporates by reference the documents listed below, which were filed with
the SEC:

(a) MFC's Annual Report on Form 40-F for the year ended December 31,
2008, as filed on March 26, 2009 and as amended and filed on Form
40-F/A on May 8, 2009;

(b) MFC's Reports of Foreign Issuer on Form 6-K filed on March 26,
2009, other than the sections of the Notice of Annual Meeting and
Proxy Circular entitled "Report of the Management Resources
Committee and Compensation Committee" and "Performance Graph" and
other than the 2008 Annual Financial Statements;

(c) MFC's Annual Report on Form 40-F for the year ended December 31,
2007, as filed on March 28, 2008 and as amended and filed on Form
40-F/A on May 8, 2009; and

(d) MFC's Reports of Foreign Issuer on Form 6-K filed on May 15, June
19, June 25, and July 13, 2009.

Copies of the documents incorporated in this prospectus by reference may be
obtained on request without charge from:

Manulife Financial Corporation
ATTN: Corporate Secretary
200 Bloor Street East, NT-10
Toronto, Ontario Canada M4W 1E5
Telephone: (416) 926-3000

Any annual reports on Form 20-F, Form 40-F or Form 10-K, any reports on Form
10-Q or Form 8-K, other than current reports furnished to the SEC pursuant to
Item 2.02 or Item 7.01 of Form 8-K, and any Form 6-K specifying that it is being
incorporated by reference in this prospectus, as well as all prospectus
supplements disclosing additional or updated information, filed by MFC with the
SEC subsequent to the date of this prospectus shall be deemed to be incorporated
by reference into this prospectus.

Any statement contained in this prospectus or in a document incorporated or
deemed to be incorporated by reference in this prospectus shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
prospectus modifies or supersedes such prior statement. Any statement or
document so modified or superseded shall not, except to the extent so modified
or superseded, be incorporated by reference and constitute a part of this
prospectus.

ENFORCEMENT OF JUDGMENTS

MFC is a corporation incorporated under the laws of Canada. Because a
substantial portion of MFC's assets are located outside the United States and
most of its directors and officers are not residents of the United States, any
judgment obtained in the United States against MFC or certain of its officers
and directors, including a judgment with respect to payments on the MFC
Subordinated Guarantee, may not be collectible within the United States.

Pursuant to the MFC Subordinated Guarantee, MFC agrees that any legal action or
proceeding against it arising out of or in connection with the MFC Subordinated
Guarantee may be brought in any United States federal or Massachusetts state
court located in the City of Boston, Commonwealth of Massachusetts (a
"Massachusetts Court") in the case of John Hancock USA, or New York state court
located in the Borough of Manhattan, the City of New York, the State of New
York, in the case of John Hancock NY (a "New York Court"), and irrevocably
submits to the non-exclusive jurisdiction of such courts in connection with such
action or proceeding.

MFC has been informed by its Canadian counsel, Torys LLP, that the laws of the
Province of Ontario and the federal laws of Canada applicable therein permit an
action to be brought in a court of competent jurisdiction in that province on
any final judgment in personam of any Massachusetts Court or New York Court, as
applicable, against MFC, which judgment is subsisting and unsatisfied for a
fixed sum of money with respect to the enforcement of the MFC Subordinated
Guarantee and that is not impeachable as void or voidable under the internal
laws of the Commonwealth of Massachusetts or the State of New York, as
applicable, if:

(i) the court rendering such judgment had jurisdiction over the
judgment debtor, as recognized by the courts of Ontario
(submission by MFC in the MFC Subordinated Guarantee to the
non-exclusive jurisdiction of a Massachusetts Court or New York
Court, as applicable, will be sufficient for this purpose);

(ii) such judgment was not obtained by fraud or in a manner contrary
to natural justice or other rule of law, whether equitable, legal
or statutory and the enforcement thereof would not be
inconsistent with public policy, as such term is understood under
the laws of Ontario and the federal laws of Canada applicable
therein or contrary to any order made by the Attorney General of
Canada under the Foreign Extraterritorial Measures Act (Canada)
or by the Competition Tribunal under the Competition Act
(Canada);

(iii) the enforcement of such judgment does not constitute, directly
or indirectly, the enforcement of foreign revenue or penal laws
in the Province of Ontario; and

(iv) the action to enforce such judgment is commenced within the
applicable limitation period.

Enforcement of a judgment by a court in the Province of Ontario, as described
above, may only be given in Canadian dollars.

In the opinion of Torys LLP, there are currently no reasons under the present
laws of the Province of Ontario for avoiding recognition of said judgments of
Massachusetts Courts or New York Courts, as applicable, on the MFC Subordinated
Guarantee based upon public policy. However, it may be difficult for holders of
Contracts to effect service within the United States upon MFC's directors and
officers and the experts named in this prospectus who are not residents of the
United States or to enforce against them, both in and outside of the United
States, judgments of courts of the United States predicated upon civil liability
under United States federal securities laws. MFC has designated John Hancock USA
and John Hancock NY as its authorized agent upon whom process may be served in
any legal action or proceeding against MFC arising out of or in connection with
the applicable MFC Subordinated Guarantee. Based on the opinion of Torys LLP,
MFC believes that a monetary judgment of a United States court predicated solely
upon the civil liability provisions of United States federal securities laws
would likely be enforceable in Canada if the United States court in which the
judgment was obtained had a basis for jurisdiction in the matter that was
recognized by a Canadian court for such purposes. We cannot assure you that this
will be the case since the case law in Canada in respect of this matter is not
entirely clear. It is less certain that an action could be brought in Canada in
the first instance on the basis of liability predicated solely upon such laws.

VII. Federal Tax Matters

INTRODUCTION

Any discussion of the federal income tax treatment of the Contracts contained in
this prospectus is not exhaustive, does not purport to cover all situations, and
is not intended as tax advice and is not intended for and cannot be used for the
purpose of avoiding penalties. The federal income tax treatment of the Contracts
is unclear in certain circumstances, and you should consult a qualified and
independent tax advisor with regard to the application of law to your individual
circumstances. Bear in mind that the tax-related discussions herein may have
been written to support the promotion or marketing of a transaction or other
matter that is relevant to you for tax purposes. The following discussion is
based on the Code, IRS regulations, and interpretations existing on the date of
this prospectus. These authorities, however, are subject to change by Congress,
the IRS, and judicial decisions. The prospectus does not address state or local
tax consequences associated with the purchase of the Contracts.

WE MAKE NO GUARANTEE REGARDING ANY TAX TREATMENT, FEDERAL, STATE OR LOCAL, OF
ANY CONTRACT OR OF ANY TRANSACTION INVOLVING A CONTRACT.

Our Tax Status

We are taxed as a life insurance company under the Code. The assets in the MVA
Separate Accounts are owned by us, and the income derived from such assets is
includible in our income for federal income tax purposes.

Taxation of Annuities in General

TAX DEFERRAL DURING ACCUMULATION PERIOD. Under existing provisions of the Code,
except as described below, any increase in Account Value is generally not
taxable to you as the Contract Owner or to the Annuitant until received, either
in the form of Annuity Payments as contemplated by the Contracts, or in some
other form of distribution. However, this rule applies only if the Contract
Owner is an individual or, in some cases, a trust or other entity treated as an
agent for a natural person.

As a general rule, deferred annuity contracts held by "non-natural persons,"
such as a corporation, trust or other similar entity, as opposed to a natural
person, are not treated as annuity contracts for federal income tax purposes.
The income on such contracts (as defined in the tax law) is taxed as ordinary
income that is received or accrued by the owner during the taxable year. There
are several exceptions to this general rule for non-natural contract owners.
First, annuity contracts will generally be treated as held by a natural person
if the nominal owner is a trust or other entity which holds the contract as an
agent for a natural person. However, this exception will not apply in the case
of any employer which is the nominal owner of an annuity contract under a
nonqualified deferred compensation arrangement for its employees.

Other exceptions to the general rule for non-natural contract owners will apply
with respect to:

- annuity contracts acquired by an estate of a decedent by reason
of the death of the decedent;

- annuity contracts issued in connection with certain qualified
retirement plans;

- annuity contracts purchased by employers upon the termination of
certain qualified retirement plans;

- certain annuity contracts used in connection with structured
settlement agreements; and

- annuity contracts purchased with a single premium when the
annuity starting date is no later than a year from purchase of
the annuity and substantially equal periodic payments are made,
not less frequently than annually, during the annuity period.

In addition to the foregoing, if the contract's maturity date occurs, or is
scheduled to occur, at a time when the annuitant is at an advanced age, such as
over age 85, it is possible that the owner will be taxable currently on the
annual increase in the account value.

The remainder of this discussion assumes that the Contract will constitute an
annuity for federal tax purposes.

TAXATION OF PARTIAL AND TOTAL WITHDRAWALS. In the case of a partial withdrawal,
amounts received generally are includible in income to the extent the Owner's
Account Value before the withdrawal exceeds his or her "investment in the
contract." In the case of a total withdrawal, amounts received are includible in
income to the extent they exceed the "investment in the contract." For these
purposes the "investment in the contract" at any time equals the total of the
Purchase Payments made under the Contract to that time (to the extent such
payments were neither deductible when made nor excludable from income as, for
example, in the case of certain employer contributions to qualified contracts)
less any amounts previously received from the Contract which were not included
in income.

Other than in the case of Qualified Contracts (which generally cannot be
assigned or pledged), any assignment or pledge (or agreement to assign or
pledge) any portion of the Account Value is treated as a withdrawal of such
amount or portion. The investment

in the Contract is increased by the amount includible in income with respect to
such assignment or pledge, though it is not affected by any other aspect of the
assignment or pledge (including its release). If you transfer your interest in a
Contract without adequate consideration to a person other than your spouse (or a
former spouse incident to divorce), you will be taxed on the difference between
your Account Value and the investment in the Contract at the time of transfer.
In such case, the transferee's investment in the Contract will be increased by
the amount included in the transferor's income.

There is some uncertainty regarding the treatment of the Market Value Adjustment
for purposes of determining the amount includible in income as a result of any
partial withdrawal, assignment or pledge, or transfer without adequate
consideration. The IRS has regulatory authority to address this uncertainty.
However, as of the date of this prospectus, the IRS has not issued any final
regulations addressing these determinations.

TAXATION OF ANNUITY PAYMENTS. Normally, the portion of each Annuity Payment
taxable as ordinary income is equal to the excess of the payment over the
exclusion amount. The exclusion amount is the amount determined by multiplying
(1) the payment by (2) the ratio of the investment in the Contract, adjusted for
any period certain or refund feature, to the total expected value of Annuity
Payments for the term of the Contract (determined under Treasury Department
regulations). A simplified method of determining the taxable portion of Annuity
Payments applies to Contracts issued in connection with certain Qualified Plans
other than IRAs.

Once the total amount of the investment in the Contract has been excluded using
this ratio, further Annuity Payments will be fully taxable. If Annuity Payments
cease because of the death of the Annuitant and before the total amount of the
investment in the Contract is recovered, the unrecovered amount generally will
be allowed as a deduction to the Annuitant in his or her last taxable year.

There may be special income tax issues present in situations where the Owner and
the Annuitant are not the same person or are not married. You should consult a
tax advisor in those situations.

TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a Contract
because of the death of an Owner or, if the Owner is not a natural person, the
death of the Annuitant. Prior to the Maturity Date, such death benefit proceeds
are includible in income as follows:

- if distributed in a lump sum, they are taxed in the same manner
as a full withdrawal, as described above; or

- if distributed under an Annuity Option, they are taxed in the
same manner as Annuity Payments; as described above.

After the Maturity Date, where a guaranteed period exists under an Annuity
Option and the Annuitant dies before the end of that period, payments made to
the Beneficiary for the remainder of that period are includible in income as
follows:

- if received in a lump sum, they are includible in income to the
extent that they exceed the unrecovered investment in the
contract at that time; or

- if distributed in accordance with the existing Annuity Option
selected, they are fully excludable from income until the
remaining investment in the contract is deemed to be recovered,
and all Annuity Payments thereafter are fully includible in
income.

PENALTY TAX ON PREMATURE DISTRIBUTIONS. Where a Contract has not been issued in
connection with a Qualified Plan, there generally is a 10% penalty tax on the
taxable amount of any payment from the Contract. This penalty is not applicable
if the payment is:

- received on or after the date on which the Owner reaches age 59
1/2;

- attributable to the Owner becoming disabled (as defined in the
tax law);

- made on or after the death of the Owner or, if the Owner is not
an individual, on or after the death of the primary Annuitant (as
defined in the tax law);

- made as a series of substantially equal periodic payments (not
less frequently than annually) for the life (or life expectancy)
of the owner or the joint lives (or joint life expectancies) of
the owner and a "designated beneficiary" (as defined in the tax
law), or

- made under a contract purchased with a single premium when the
maturity date is no later than a year from purchase of the
contract and substantially equal periodic payments are made, not
less frequently than annually, during the annuity period.

AGGREGATION OF CONTRACTS. In certain circumstances, the IRS may determine the
amount of an annuity payment or a withdrawal from a contract that is includible
in income by combining some or all of the annuity contracts owned by an
individual which are not issued in connection with a Qualified Plan. For
example, if you purchase a Contract offered by this prospectus and also purchase
at approximately the same time an immediate annuity, the IRS may treat the two
contracts as one contract. Similarly, if a person

transfers part of his interest in one annuity contract to purchase another
annuity contract, the IRS might treat the two contracts as one contract.

In addition, if you purchase two or more deferred annuity contracts from the
same insurance company (or its affiliates) during any calendar year, all such
contracts will be treated as one contract for purposes of determining whether
any payment not received as an annuity (including withdrawals prior to the
maturity date) is includible in income. Thus, if during a calendar year you buy
two or more of the Contracts offered by this prospectus (which might be done,
for example, in order to invest amounts in different guarantee periods), all of
such Contracts would be treated as one Contract in determining whether
withdrawals from any of such Contracts are includible in income.

The effects of such aggregation are not always clear and depend on the
circumstances. However, aggregation could affect the amount of a withdrawal that
is taxable and the amount that might be subject to the 10% penalty tax described
above.

EXCHANGES OF ANNUITY CONTRACTS. We may issue the Contract in exchange for all or
part of another annuity contract that you own. Such an exchange will be tax free
under Code Section 1035 if certain requirements are satisfied. If you exchange
all of another annuity contract and the exchange is tax free, your investment in
the Contract immediately after the exchange will generally be the same as that
of the annuity contract exchanged, increased by any additional Purchase Payment
made as part of the exchange. Your Account Value immediately after the exchange
may exceed your investment in the Contract. That excess may be includable in
income should amounts subsequently be withdrawn or distributed from the
Contract.

If you exchange part of an existing contract for the Contract, and within 12
months of the exchange you receive a payment (e.g., you make a withdrawal) from
either contract, the exchange may not be treated as a tax free exchange. Rather,
the exchange may be treated as if you had made a partial surrender from the
existing contract and then purchased the Contract. In these circumstances, some
or all of the amount exchanged into the Contract could be includible in your
income and subject to a 10% penalty tax.

You should consult your tax advisor in connection with any exchange pursuant to
Code Section 1035 for the Contract, particularly if you plan to make a
withdrawal from either contract within 12 months after the exchange.

LOSS OF INTEREST DEDUCTION WHERE CONTRACTS ARE HELD BY OR FOR THE BENEFIT OF
CERTAIN NON-NATURAL PERSONS. In the case of contracts issued after June 8, 1997
to a non-natural taxpayer (such as a corporation or a trust), or held for the
benefit of such an entity, a portion of otherwise deductible interest may not be
deductible by the entity, regardless of whether the interest relates to debt
used to purchase or carry the contract. However, this interest deduction
disallowance does not affect contracts where the income on such contracts is
treated as ordinary income that is received or accrued by the owner during the
taxable year. Entities that are considering purchasing the Contract, or entities
that will be beneficiaries under a Contract, should consult a tax advisor.

QUALIFIED RETIREMENT PLANS

In General

The Contracts are also designed for use in connection with certain types of
qualified retirement plans which receive favorable treatment under the Code.
Numerous special tax rules apply to participants in such Qualified Plans and to
Contracts used in connection with such Qualified Plans. In this prospectus we
provide only general information about the use of the Contract with the various
types of Qualified Plans. Persons intending to use the Contract in connection
with a Qualified Plan should seek competent advice.

The tax rules applicable to Qualified Plans vary according to the type of plan
and the terms and conditions of the plan itself. For example, for both
withdrawals and annuity payments under certain Qualified Contracts, there may be
no "investment in the contract" and the total amount received may be taxable.
Both the amount of the contribution that may be made, and the tax deduction or
exclusion that the owner may claim for such contribution, are limited under
Qualified Plans. If you are considering purchasing a Contract for use in
connection with a qualified retirement plan, you should consider, in evaluating
the suitability of the Contract, that the Contract allows only a single Purchase
Payment in an amount of at least $5,000. If this Contract is used in connection
with a Qualified Plan, the Owner and Annuitant must be the same individual. If a
co-Annuitant is named, all distributions made while the Annuitant is alive must
be made to the Annuitant. Also, if a co-Annuitant is named who is not the
Annuitant's spouse, the Annuity Options which are available may be limited,
depending on the difference in ages between the Annuitant and co-Annuitant.
Furthermore, the length of any guarantee period may be limited in some
circumstances to satisfy certain minimum distribution requirements under the
Code.

Additionally, for Contracts issued in connection with Qualified Plans subject to
the Employee Retirement Income Security Act, the spouse or ex-spouse of the
Owner will have rights in the Contract. In such a case, the Owner may need the
consent of the spouse or ex-spouse to a change Annuity Options or make a
withdrawal from the Contract.

In addition, special rules apply to the time at which distributions must
commence and the form in which the distributions must be paid. For example,
failure to comply with minimum distribution requirements applicable to Qualified
Plans will result in the imposition of an excise tax. This excise tax generally
equals 50% of the amount by which a minimum required distribution exceeds the
actual distribution from the Qualified Plan. In the case of Individual
Retirement Accounts ("IRAs") (other than Roth IRAs), distributions of minimum
amounts (as specified in the tax law) must generally commence by April 1 of the
calendar year following the calendar year in which the owner attains age 70 1/2,
except in years in which Congress has altered the minimum distribution rules.
See, e.g. P.L. 110-458, Section 201 (waiving minimum distribution requirement
for calendar year 2009). In the case of certain other Qualified Plans,
distributions of such minimum amounts generally must commence by the later of
this date or April 1 of the calendar year following the calendar year in which
the employee retires.

There is also a 10% penalty tax on the taxable amount of any payment from
certain Qualified Contracts. (The amount of the penalty tax is 25% of the
taxable amount of any payment received from a "SIMPLE retirement account" during
the 2-year period beginning on the date the individual first participated in any
qualified salary reduction agreement (as defined in the tax law) maintained by
the individual's employer.) There are exceptions to this penalty tax which vary
depending on the type of Qualified Plan. In the case of an IRA, including a
"SIMPLE IRA," exceptions provide that the penalty tax does not apply to a
payment (a) received on or after the date on which the owner reaches age 59 1/2,
(b) received on or after the owner's death or because of the owner's disability
(as defined in the tax law), or (c) made as a series of substantially equal
periodic payments (not less frequently than annually) for the life (or life
expectancy) of the owner or for the joint lives (or joint life expectancies) of
the owner and designated beneficiary (as defined in the tax law). These
exceptions, as well as certain others not described herein, generally apply to
taxable distributions from other Qualified Plans (although, in the case of plans
qualified under sections 401 and 403, exception "c" above for substantially
equal periodic payments applies only if the owner has separated from service).
In addition, the penalty tax does not apply to certain distributions from IRAs
taken after December 31, 1997 which are used for qualified first time home
purchases or for higher education expenses. Special conditions must be met to
qualify for these two exceptions to the penalty tax. If you wish to take a
distribution from an IRA for these purposes, you should consult your tax
advisor.

When issued in connection with a Qualified Plan, a Contract will be amended as
generally necessary to conform to the requirements of the plan. However, Owners,
Annuitants, and Beneficiaries are cautioned that the rights of any person to any
benefits under Qualified Plans may be subject to the terms and conditions of the
plans themselves, regardless of the terms and conditions of the Contract. In
addition, we will not be bound by terms and conditions of Qualified Plans to the
extent such terms and conditions contradict the Contract, unless we consent.

QUALIFIED PLAN TYPES

Following are brief descriptions of various types of Qualified Plans in
connection with which we may issue a Contract.

INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an IRA.
IRAs are subject to limits on the amounts that may be contributed and deducted,
the persons who may be eligible and on the time when distributions may commence.
Also, distributions from certain qualified plans may be "rolled over" on a
tax-deferred basis into an IRA. The Contract may not be used in connection with
an "Education IRA" under Section 530 of the Code.

SIMPLIFIED EMPLOYEE PENSIONS (SEP-IRAS). Section 408(k) of the Code allows
employers to establish simplified employee pension plans for their employees,
using the employees' IRAs for such purposes, if certain criteria are met. Under
these plans the employer may, within specified limits, make deductible
contributions on behalf of the employees to IRAs. Employers intending to use the
Contract in connection with such plans should seek competent advice.

SIMPLE IRAS. Section 408(p) of the Code permits certain small employers to
establish "SIMPLE retirement accounts," including SIMPLE IRAs, for their
employees. Under SIMPLE IRAs, certain deductible contributions are made by both
employees and employers. SIMPLE IRAs are subject to various requirements,
including limits on the amounts that may be contributed, the persons who may be
eligible, and the time when distributions may commence.

ROTH IRAS. Section 408A of the Code permits eligible individuals to contribute
to a type of IRA known as a "Roth IRA." Roth IRAs are generally subject to the
same rules as non-Roth IRAs, but differ in certain respects.

Among the differences are that contributions to a Roth IRA are not deductible
and "qualified distributions" from a Roth IRA are excluded from income. A
qualified distribution is a distribution that satisfies two requirements. First,
the distribution must be made in a taxable year that is at least five years
after the first taxable year for which a contribution to any Roth IRA
established for the owner was made. Second, the distribution must be:

- made after the owner attains age 59 1/2;

- made after the owner's death;

- attributable to the owner being disabled; or

- a qualified first-time homebuyer distribution within the meaning
of Section 72(t)(2)(F) of the Code.

In addition, distributions from Roth IRAs need not commence when the owner
attains age 70 1/2. A Roth IRA may accept a "qualified rollover contribution"
from a non-Roth IRA and from an "eligible retirement plan" that satisfies
certain requirements specified in section 408A(e)(1)(B) of the Code.

CORPORATE AND SELF-EMPLOYED ("H.R. 10" AND "KEOGH") PENSION AND PROFIT-SHARING
PLANS. Sections 401(a) and 403(a) of the Code permit corporate employers to
establish various types of tax-favored retirement plans for employees. The
Self-Employed Individuals' Tax Retirement Act of 1962, as amended, commonly
referred to as "H.R. 10" or "Keogh," permits self-employed individuals also to
establish such tax-favored retirement plans for themselves and their employees.
Such retirement plans may permit the purchase of the Contract in order to
provide benefits under the plans.

TAX-SHELTERED ANNUITIES. Section 403(b) of the Code permits public school
employees and employees of certain types of charitable, educational and
scientific organizations specified in Section 501(c)(3) of the Code to have
their employers purchase annuity contracts for them and, subject to certain
limitations, to exclude the amount of purchase payments from gross income for
tax purposes. These annuity contracts are commonly referred to as "tax-sheltered
annuities." Purchasers of the Contracts for such purposes should seek competent
advice as to eligibility, limitations on permissible amounts of Purchase
Payments and other tax consequences associated with the Contracts.

Section 403(b) policies contain restrictions on withdrawals of (i) contributions
made pursuant to a salary reduction agreement in years beginning after December
31, 1988, (ii) earnings on those contributions, and (iii) earnings in such years
on amounts held as of the last year beginning before January 1, 1989. These
amounts can be paid only if the employee has reached age 59 1/2, separated from
service, died, become disabled, or in the case of hardship. Amounts permitted to
be distributed in the event of hardship are limited to actual contributions;
earnings thereon cannot be distributed on account of hardship. Amounts subject
to the withdrawal restrictions applicable to Section 403(b)(7) custodial
accounts may be subject to more stringent restrictions. (These limitations on
withdrawals do not apply to the extent we are directed to transfer some or all
of the Account Value to the issuer of another tax-sheltered annuity or into a
Section 403(b)(7) custodial account.)

Direct Rollover Rules

In the case of Contracts used in connection with a pension, profit-sharing, or
annuity plan qualified under Sections 401(a) or 403(a) of the Code, or in the
case of a Section 403(b) tax sheltered annuity, any "eligible rollover
distribution" from the contract will be subject to direct rollover and mandatory
withholding requirements. An eligible rollover distribution generally is any
taxable distribution from a qualified pension plan under Section 401(a) of the
Code, qualified annuity plan under Section 403(a) of the Code, or Section 403(b)
tax sheltered annuity or custodial account, excluding certain amounts (such as
minimum distributions required under Section 401(a)(9) of the Code,
distributions which are part of a "series of substantially equal periodic
payments" made for life or a specified period of 10 years or more, and hardship
distributions).

Under these requirements, withholding at a rate of 20% will be imposed on any
eligible rollover distribution. In addition, the participant in these qualified
retirement plans cannot elect out of withholding with respect to an eligible
rollover distribution. However, this 20% withholding will not apply if, instead
of receiving the eligible rollover distribution, the participant elects to have
amounts directly transferred to certain qualified retirement plans (such as to
an IRA). Before we make an eligible rollover distribution, a notice will be
provided explaining generally the direct rollover and mandatory withholding
requirements and how to avoid the 20% withholding by electing a direct rollover.

Federal Income Tax Withholding

We will withhold and remit to the U.S. government a part of the taxable portion
of each distribution made under a Contract unless (i) the distribution is not an
eligible rollover distribution and (ii) the distributee notifies us at or before
the time of the distribution that he or she elects not to have any amounts
withheld. In certain circumstances, we may be required to withhold tax. Except
in the case of eligible rollover distributions, the withholding rates applicable
to the taxable portion of periodic annuity payments are the same as the
withholding rates generally applicable to payments of wages. Except in the case
of eligible rollover distributions, the withholding rate

applicable to the taxable portion of non-periodic payments (including
withdrawals prior to the maturity date and rollovers from non-Roth IRAs to Roth
IRAs) is 10%. As described above, the withholding rate applicable to eligible
rollover distributions is 20%.

VIII. General Matters

CONFIRMATION STATEMENTS

We will send you confirmation statements for certain transactions in your
account. You should carefully review these statements to verify their accuracy
and should immediately report any mistake to our Annuities Service Center. If
you fail to notify our Annuities Service Center of any mistake within 60 days of
the mailing of the confirmation statement, you will be deemed to have ratified
the transaction.

LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary routine
litigation, to which we or any of our subsidiaries is a party or to which any of
our or their property is subject. To the best of our knowledge, no such
proceedings are contemplated by any governmental authority.

LEGAL OPINIONS

The validity of the Market Value Adjustment interests under deferred annuity
Contracts and MFC Subordinated Guarantee offered in this prospectus will be
passed upon for us by Dykema Gossett PLLC, Detroit, Michigan. Rex E.
Schlaybaugh, Jr., a member of Dykema Gossett PLLC, is a director of John Hancock
USA. Certain matters regarding Canadian law with respect to the MFC Subordinated
Guarantee will be passed upon for MFC by Torys LLP, Toronto, Canada. On the date
of this prospectus, the members and associates of Dykema Gossett PLLC, and the
partners and associates of Torys LLP own an aggregate of approximately, 450 and
12,000 MFC common shares, respectively.

EXPERTS

The consolidated financial statements of MFC as at December 31, 2008 and 2007,
and for the years ended December 31, 2008 and 2007, included in MFC's First
Amended Annual Report on Form 40-F/A for the year ended December 31, 2008, filed
with the SEC and the consolidated financial statements of MFC as at December 31,
2007 and 2006, and for the years ended December 31, 2007 and 2006, included in
MFC's First Amended Annual Report on Form 40-F/A for the year ended December 31,
2007, filed with the SEC, which are incorporated by reference in this prospectus
and in the registration statement of which this prospectus forms a part, have
been audited by Ernst & Young LLP, Toronto, Canada, independent registered
public accounting firm, as set forth in their reports appearing therein, and are
so incorporated in reliance upon such reports given on their authority as
experts in accounting and auditing.

NOTICES AND REPORTS TO CONTRACT OWNERS

At least once each Contract Year, we will send you a statement showing the
Account Value of the Contract as of the date of the statement. The statement
will also show Purchase Payments and any other information required by any
applicable law or regulation.

CONTRACT OWNER INQUIRIES

You should direct all inquiries to our Annuities Service Center at 164 Corporate
Drive, Portsmouth, New Hampshire 03801.

Appendix A: Example Of Market Value Adjustment Calculation

We determine the amount of the Market Value Adjustment by multiplying the amount
being taken from the guarantee period (in excess of the Free Withdrawal Amount
and before any applicable withdrawal charge) by a factor expressed by the
following formula:

((1+I)/(1+J+K))(N/12) where:

I - is the guaranteed rate in effect for the current guarantee period
(expressed as a decimal).

J - is the current rate (expressed as a decimal) in effect for
durations equal to the time remaining in the current guaranteed
period. If the time remaining in the guarantee period is not a
whole number of years, then the rate will be interpolated, based
upon the number of months remaining, between the current rates
offered from the closest durations. If not available, we will
declare a rate solely for this purpose that is consistent with
rates for durations that are currently available.

K - is the adjustment factor.

N - is the number of months from the date of withdrawal to the end of
the current guarantee period. In the case of partial months, N is
rounded up to the next month.

SAMPLE CALCULATION 1: NEGATIVE ADJUSTMENT

Amount withdrawn $10,000
Guarantee period 7 years
Time of withdrawal Beginning of 3rd year of guarantee period
Guaranteed rate (I) 5.00%
Guaranteed rate for new 5 year guarantee (J) 6.00%
Adjustment factor (K) 0.25%
Remaining guarantee period (N) 60 months

Market Value Adjustment:

((1+.05)/(1+.06+.0025))(60/12) = .94254

10,000 x (((1+.05)/(1+.06+.0025))(60/12) -1)= -574.56

Amount withdrawn (adjusted for Market Value Adjustment):

$10,000 - $574.56 = $9,425.44

A-1

SAMPLE CALCULATION 2: POSITIVE ADJUSTMENT

Amount withdrawn $10,000
Guarantee period 7 years
Time of withdrawal Beginning of 3rd year of guarantee period
Guaranteed rate (I) 5.00%
Guaranteed rate for new 5 year guarantee (J) 4.00%
Adjustment factor (K) 0.25%
Remaining guarantee period (N) 60 months

Market Value Adjustment:

((1+.05)/(1+.04+.0025))(60/12) = 1.0365

10,000 x (((1+.05)/(1+.04+.0025))(60/12) -1) = 364.93

Amount withdrawn (adjusted for Market Value Adjustment):

$10,000 + $364.93 = $10,364.93

Please note, all interest rates shown have been arbitrarily chosen for purposes
of these examples. In most cases they will bear little or no relation to the
rates we are actually guaranteeing at any time.

A-2

Appendix B: Withdrawal Charge Schedule

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

SERIES A

APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:

CONTRACT/CERTIFICATE YEAR AT TIME OF WITHDRAWAL
GUARANTEE ---------------------------------------------------------
PERIOD 1 2 3 4 5 6 7 8 9 10
--------- --- --- --- --- --- --- --- --- --- ---

1 Year 0%
2 Year 0% 0%
3 Year 7% 7% 6%
4 Year 7% 7% 6% 6%
5 Year 7% 7% 6% 6% 5%
6 Year 7% 7% 6% 6% 5% 5%
7 Year 7% 7% 6% 6% 5% 5% 4%
8 Year 7% 7% 6% 6% 5% 5% 4% 3%
9 Year 7% 7% 6% 6% 5% 5% 4% 3% 2%
10 Year 7% 7% 6% 6% 5% 5% 4% 3% 2% 1%

APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:

NUMBER OF COMPLETE YEARS SINCE THE COMMENCEMENT OF THE
SUBSEQUENT GUARANTEE PERIOD AT THE TIME OF WITHDRAWAL
GUARANTEE ---------------------------------------------------------
PERIOD 0 1 2 3 4 5 6 7 8 9
--------- --- --- --- --- --- --- --- --- --- ---

1 Year 0%
2 Year 0% 0%
3 Year 5% 5% 4%
4 Year 5% 5% 4% 4%
5 Year 5% 5% 4% 4% 3%
6 Year 5% 5% 4% 4% 3% 3%
7 Year 5% 5% 4% 4% 3% 3% 2%
8 Year 5% 5% 4% 4% 3% 3% 2% 1%
9 Year 5% 5% 4% 4% 3% 3% 2% 1% 0%
10 Year 5% 5% 4% 4% 3% 3% 2% 1% 0% 0%

B-1

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

SERIES B

APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:

CONTRACT/CERTIFICATE YEAR AT TIME OF WITHDRAWAL
GUARANTEE ---------------------------------------------------------
PERIOD 1 2 3 4 5 6 7 8 9 10
--------- --- --- --- --- --- --- --- --- --- ---

1 Year 0%
2 Year 0% 0%
3 Year 7% 7% 6%
4 Year 7% 7% 6% 6%
5 Year 7% 7% 6% 6% 5%
6 Year 7% 7% 6% 6% 5% 4%
7 Year 7% 7% 6% 6% 5% 4% 3%
8 Year 7% 7% 6% 6% 5% 4% 3% 0%
9 Year 7% 7% 6% 6% 5% 4% 3% 0% 0%
10 Year 7% 7% 6% 6% 5% 4% 3% 0% 0% 0%

APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:

NUMBER OF COMPLETE YEARS SINCE THE COMMENCEMENT OF ANY
SUBSEQUENT GUARANTEE PERIOD AT THE TIME OF WITHDRAWAL
GUARANTEE ---------------------------------------------------------
PERIOD 0 1 2 3 4 5 6 7 8 9
--------- --- --- --- --- --- --- --- --- --- ---

1 Year 0%
2 Year 0% 0%
3 Year 5% 5% 4%
4 Year 5% 5% 4% 4%
5 Year 5% 5% 4% 4% 3%
6 Year 5% 5% 4% 4% 3% 2%
7 Year 5% 5% 4% 4% 3% 2% 1%
8 Year 5% 5% 4% 4% 3% 2% 1% 0%
9 Year 5% 5% 4% 4% 3% 2% 1% 0% 0%
10 Year 5% 5% 4% 4% 3% 2% 1% 0% 0% 0%

B-2

JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:

CONTRACT/CERTIFICATE YEAR AT TIME OF WITHDRAWAL
GUARANTEE ---------------------------------------------------------
PERIOD 1 2 3 4 5 6 7 8 9 10
--------- --- --- --- --- --- --- --- --- --- ---

1 Year 0%
2 Year 0% 0%
3 Year 7% 6% 5%
4 Year 7% 6% 5% 4%
5 Year 7% 6% 5% 4% 3%
6 Year 7% 6% 5% 4% 3% 2%
7 Year 7% 6% 5% 4% 3% 2% 1%
8 Year 7% 6% 5% 4% 3% 2% 1% 0%
9 Year 7% 6% 5% 4% 3% 2% 1% 0% 0%
10 Year 7% 6% 5% 4% 3% 2% 1% 0% 0% 0%

APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:

1 Year 0%
2 Year 0% 0%
3 Year 5% 4% 3%
4 Year 5% 4% 3% 2%
5 Year 5% 4% 3% 2% 1%
6 Year 5% 4% 3% 2% 1% 0%
7 Year 5% 4% 3% 2% 1% 0% 0%
8 Year 5% 4% 3% 2% 1% 0% 0% 0%
9 Year 5% 4% 3% 2% 1% 0% 0% 0% 0%
10 Year 5% 4% 3% 2% 1% 0% 0% 0% 0% 0%

B-3

Appendix C: State Premium Taxes

Premium taxes vary according to the state and are subject to change. In many
jurisdictions there is no tax at all. For current information, a tax advisor
should be consulted.

TAX RATE
------------------------
QUALIFIED NONQUALIFIED
STATE CONTRACTS CONTRACTS
----- --------- ------------

CALIFORNIA...... 0.50% 2.35%
MAINE........... 0.00% 2.00%
NEVADA.......... 0.00% 3.50%
PUERTO RICO..... 1.00% 1.00%
SOUTH DAKOTA*... 0.00% 1.25%
WEST VIRGINIA... 1.00% 1.00%
WYOMING......... 0.00% 1.00%

* Premium tax paid upon receipt of premium (no tax at annuitization if tax
paid on premium at issue)

C-1

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Manulife Financial Corporation

Under the Insurance Companies Act (Canada), a company may not, by contract,
resolution or by-law, limit the liability of its directors for breaches of their
fiduciary duties. However, the company may indemnify a director or officer, a
former director or officer or a person who acts or acted at the company's
request as a director or officer of, or in a similar capacity for another
entity, against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by him or her in
respect of any civil, criminal, administrative, investigative or other
proceeding in which he or she is involved because of that association with the
company or other entity, if:

(1) that person acted honestly and in good faith with a view to the best
interests of, as the case may be, the company or the other entity for which he
or she acted at the company's request as a director or officer or in a similar
capacity; and

(2) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, that person had reasonable grounds for believing
that his or her conduct was lawful.

These individuals are entitled to indemnity from the company if the person
was not judged by the court or other competent authority to have committed any
fault or omitted to do anything he or she ought to have done and fulfills the
conditions set out in (1) and (2) above. A company may, with the approval of a
court, also indemnify that person against all costs, charges and expenses
reasonably incurred by them in connection with an action by or on behalf of the
company or other entity to procure a judgment in its favor, to which the person
is made a party by reason of being or having been a director or officer of the
company or entity, if he or she fulfills the conditions set out in (1) and (2)
above.

The by-laws of Manulife Financial Corporation ("MFC") provide that the
board of directors of MFC shall make provisions, by resolution, for the
indemnification of directors, officers, employees and such other persons as the
directors shall decide on such terms and conditions as they establish. MFC's
administrative resolutions provide that MFC shall indemnify a director, officer
or employee, a former director, officer or employee, or a person who acts or
acted at MFC's request as a director, officer, employee or trustee of another
corporation, partnership, joint venture, trust or other enterprise against any
liability and costs arising out of any action or suit against them from the
execution of their duties, subject to the limitations described in the
administrative resolutions.

MFC's administrative resolutions provide that MFC will have no obligation
to indemnify any person for:

- any acts committed with actual dishonest, fraudulent, criminal or
malicious intent;

- any act of gross negligence or willful neglect;

- any claims relating to liabilities of other persons assumed by any
person entitled to indemnification;

- any claims relating to enterprises owned, operated, managed or
controlled by any person entitled to indemnification;

- any claims relating to pension plans sponsored by any person entitled
to indemnification;

- bodily injury, sickness or disease of any person;

- injury to or destruction of any tangible property;

- any amounts covered by any other indemnification provision or any
valid and collectible insurance which the person entitled to
indemnification may have; and

- any actions which were in breach of compliance with MFC policy.

MFC has also entered into agreements to indemnify its directors and
officers. These agreements indemnify our directors and officers for certain
expenses, including, among other things, attorneys' fees, costs, fines and
settlement amounts, reasonably incurred by any such person in any civil,
criminal, administrative or other

proceeding related to such person's services as a director or officer of MFC, or
any other entity to which the person provides services at MFC's request. MFC's
obligation to indemnify such persons is subject to similar limitations as those
set forth in MFC's administrative resolutions described above.

MFC maintains a directors' and officers' liability insurance policy with a
policy limit of U.S.$150,000,000. The policy is renewed annually. The policy
provides protection to directors and officers against liability incurred by them
in their capacities as directors and officers of MFC and its subsidiaries. The
policy also provides protection to MFC for claims made against directors and
officers for which MFC has granted directors and officers indemnity, as required
or permitted under applicable statutory or by-law provisions.

John Hancock Life Insurance Company of New York

Pursuant to Article 10 of the Declaration of Intention and Charter of John
Hancock Life Insurance Company of New York ("John Hancock New York"), the
corporation will indemnify each director from personal liability to the
Corporation or any of its shareholders for damages arising from any breach of
duty as a director. This indemnity does not eliminate or limit (i) the liability
of a director if a judgment or other final adjudication adverse to such director
established his or her acts or omissions were in bad faith or involved
intentional misconduct or were acts or omissions (a) which he or she knew or
reasonably should have known violated the New York Insurance Law or (b) which
violated a specific standard of care imposed on directors directly, and not by
reference, by a provision of the New York Insurance Law (or any regulations
promulgated thereunder) or (c) which constituted a knowing violation of any
other law, or establishes that the director personally gained in fact a
financial profit or other advantage to which the director was not legally
entitled or (ii) the liability of a director for any act or omission prior to
the adoption of Article 10 by the shareholders of the Corporation.

Pursuant to Article VII of the By-Laws of John Hancock New York, the
corporation may indemnify any person made, or threatened to be made, a party to
an action by or in the right of John Hancock New York to procure a judgment in
its favor by reason of the fact that he or she, his or her testator, testatrix
or intestate, is or was a director or officer of John Hancock New York, or is or
was serving at the request of John Hancock New York as a director or officer of
any other corporation of any type or kind, domestic or foreign, of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him or her in connection with the
defense or settlement of such action, or in connection with an appeal therein,
if such director or officer acted, in good faith, for a purpose which he or she
reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of John Hancock New York,
except that no indemnification will be made in respect of (i) a threatened
action, or a pending action which is settled or is otherwise disposed of, or
(ii) any claim, issue or matter as to which such person shall have been adjudged
to be liable to John Hancock New York, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.

Furthermore, pursuant to its By-Laws, John Hancock New York may indemnify
any person made, or threatened to be made, a party to an action or proceeding
(other than one by or in the right of John Hancock New York to procure a
judgment in its favor), whether civil or criminal, including an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of John Hancock New York served in any
capacity at the request of John Hancock New York, by reason of the fact that he
or she, his or her testator, testatrix or intestate, was a director or officer
of John Hancock New York, or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein, if such director or officer acted,
in good faith, for a purpose which he or she reasonably believed to be in, or,
in the case of service for any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise, not opposed to, the
best interests of John Hancock New York and, in criminal actions or proceedings,
in addition, had no reasonable cause to believe that his or her conduct was
unlawful.

The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he or she reasonably
believed to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interest of John Hancock New York or that he or she had
reasonable cause to believe that his or her conduct was unlawful.

As stated above, MFC maintains a directors' and officers' liability
insurance policy with a policy limit of U.S.$150,000,000. The policy provides
protection to directors and officers against liability incurred by them in their
capacities as directors and officers of MFC and its subsidiaries, including John
Hancock New York.

ITEM 9. EXHIBITS

The following exhibits are filed herewith or incorporated herein by reference:

EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------------

1 Underwriting and Distribution Agreement dated January 2,
2002 by and between John Hancock Distributors, LLC and John
Hancock Life Insurance Company of New York. - incorporated by
reference from Exhibit 3(a) to Post-effective Amendment No. 3
to Form N-4 Registration Statement of John Hancock Life
Insurance Company of New York Separate Account A (File No.
333-143075) filed April 1, 2009.

4(a)(i)* Specimen Single Payment Modified Guaranteed Deferred Annuity
Contract

4(a)(ii)* Specimen Single Payment Modified Guaranteed Group Deferred
Annuity Certificate

4(b)(i)* Specimen Single Payment Modified Guaranteed Deferred Annuity
Application

4(b)(ii)** Specimen Single Payment Modified Guaranteed Group Deferred
Annuity Contract and Application

4(b)(iii)(A)** Specimen Endorsements to Contract or Certificate Roth
Individual Retirement Annuity

4(b)(iii)(B)** Specimen Endorsements to Contract or Certificate Simple
Individual Retirement Annuity

4(b)(iii)(C)** Specimen Endorsements to Contract or Certificate Individual
Retirement Annuity

4(c)(i)** Specimen Nursing Home Waiver of Withdrawal Charge Endorsement
(Individual)

4(c)(ii)** Specimen Nursing Home Waiver of Withdrawal Charge Rider
(Group)

4(d)* Subordinated Guarantee by Manulife Financial Corporation in
favor of certain holders of market value adjustment interests
under deferred annuity contracts issued by John Hancock Life
Insurance Company of New York dated July 15, 2009.

5(a)(i) Opinion of Dykema Gossett PLLC regarding

the validity of the subordinated guarantee.

5(a)(ii) Opinion of Dykema Gossett PLLC regarding legality of the
market value adjustment interests under deferred annuity
contracts being registered.

5(b) Opinion of Torys LLP regarding validity under Canadian law of
the subordinated guarantee and enforceability of judgments.

23(a) Consent of independent registered public accounting firm for
Manulife Financial Corporation.

23(b) Consent of Dykema Gossett PLLC (included as part of its
opinion filed as Exhibit 5(a) and incorporated herein by
reference).

23(c) Consent of Torys LLP (included as part of its opinion filed
as Exhibit 5(b) and incorporated herein by reference).

24(a)** Powers of Attorney.

24(b) Powers of Attorney (Marianne Harrison, Bradford J. Race, Jr.,
and Neil M. Merkl).

----------

* Replaces previously filed exhibit.

** Previously filed.

ITEM 10. UNDERTAKINGS

(a) Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Manulife Financial Corporation hereby undertakes to
file a post-effective amendment to the registration statement to include any
financial statements required by Item 8.A. of Form 20-F at the start of any
delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Securities Act of 1933
need not be furnished, provided, that such registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (b) and other information necessary to
ensure that all other information in the prospectus is at least as current as
the date of those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective amendment need
not be filed to include financial statements and information required by Section
10(a)(3) of the Securities Act of 1933 or Item 8 of Form 20-F if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by such registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Form F-3.

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430(B) relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act
of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be

deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.

(d) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:

The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule
424;

(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant;
and

(iv) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.

(e) Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of such
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as applicable, that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(f) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, each
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person of such registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, each registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Manulife
Financial Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, Canada, on July
16, 2009.

MANULIFE FINANCIAL CORPORATION

By: /s/ Donald A. Guloien
------------------------------------
Name: DONALD A. GULOIEN
Title: PRESIDENT AND CHIEF EXECUTIVE
OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 16, 2009.

SIGNATURE TITLE
--------- ----------------------------------------------------

/s/ Donald A. Guloien President, Chief Executive Officer and Director
------------------------------------- (Principal Executive Officer)
DONALD A. GULOIEN

/s/ Peter H. Rubenovitch Senior Executive Vice President and Chief Financial
------------------------------------- Officer (Principal Financial and Accounting Officer)
PETER H. RUBENOVITCH

* Chairman
-------------------------------------
GAIL C.A. COOK-BENNETT

* Director
-------------------------------------
JOHN M. CASSADAY

* Director
-------------------------------------
LINO J. CELESTE

* Director
-------------------------------------
THOMAS P. D'AQUINO

* Director
-------------------------------------
RICHARD B. DEWOLFE

* Director
-------------------------------------
ROBERT E. DINEEN, JR.

* Director
-------------------------------------
PIERRE Y. DUCROS

* Director
-------------------------------------
SCOTT M. HAND

* Director
-------------------------------------
ROBERT J. HARDING

* Director
-------------------------------------
LUTHER S. HELMS

SIGNATURE TITLE
--------- ----------------------------------------------------

* Director
-------------------------------------
THOMAS E. KIERANS

* Director
-------------------------------------
LORNA R. MARSDEN

* Director
-------------------------------------
HUGH W. SLOAN, JR

* Director
-------------------------------------
GORDON G. THIESSEN

* By the signature set forth below, the undersigned, pursuant to the duly
authorized power of attorney filed with the Securities and Exchange
Commission, has signed this Pre-Effective Amendment No. 1 to the
Registration Statement on behalf of the person indicated.

By: /s/ Peter Rubenovitch
------------------------------------
Peter Rubenovitch
Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, John Hancock
Life Insurance Company of New York certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Valhalla, State of New
York, on July 16, 2009.

JOHN HANCOCK LIFE INSURANCE COMPANY OF
NEW YORK

By: /s/ James D. Gallagher
------------------------------------
Name: JAMES D. GALLAGHER
Title: CHAIRMAN OF THE BOARD OF
DIRECTORS AND PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 16, 2009.

SIGNATURE TITLE
--------- ----------------------------------------------------

/s/ James D. Gallagher Chairman and President (Principal Executive Officer)
-------------------------------------
JAMES D. GALLAGHER

/s/ Lynne Patterson Senior Vice President, Chief Financial Officer
------------------------------------- (Principal Financial Officer)
LYNNE PATTERSON

/s/ Jeffery J. Whitehead Vice President and Controller (Principal Accounting
------------------------------------- Officer)
JEFFERY J. WHITEHEAD

* Director
-------------------------------------
THOMAS BORSHOFF

* Director
-------------------------------------
MARC CONSTANTINI

* Director
-------------------------------------
STEVEN A. FINCH

* Director
-------------------------------------
RUTH ANN FLEMING

* Director
-------------------------------------
MARIANNE HARRISON

* Director
-------------------------------------
WILLIAM P. HICKS III

* Director
-------------------------------------
KATHERINE M. MACMILLAN

* Director
-------------------------------------
RONALD J. MCHUGH

* Director
-------------------------------------
NEIL M. MERKL

SIGNATURE TITLE
--------- ----------------------------------------------------

* Director
-------------------------------------
BRADFORD J. RACE, JR.

* Director
-------------------------------------
DIANA SCOTT

* Director
-------------------------------------
ROBERT L. ULMANN

By: /s/ Arnold R. Bergman
------------------------------------
Arnold R. Bergman
Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the undersigned, the duly authorized representative of Manulife
Financial Corporation in the United States, has signed this Registration
Statement on July 16, 2009.

JOHN HANCOCK LIFE INSURANCE COMPANY OF
NEW YORK

By: /s/ Jonathan Chiel
------------------------------------
Name: Jonathan Chiel
Title: EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL - JOHN HANCOCK

EXHIBIT INDEX

ITEM NO. DESCRIPTION
-------- ---------------------------------------------------------------------

4(a)(i) Specimen Single Payment Modified Guaranteed Deferred Annuity Contract

4(a)(ii) Specimen Single Payment Modified Guaranteed Group Deferred Annuity
Certificate

4(b)(i) Specimen Single Payment Modified Guaranteed Deferred Annuity
Application

4(d) Subordinated Guarantee by Manulife Financial Corporation in favor of
certain holders of market value adjustment interests under deferred
annuity contracts issued by John Hancock Life Insurance Company of
New York dated July 15, 2009.

5(a) Opinion of Dykema Gossett PLLC regarding legality of the market value
adjustment interests under deferred annuity contracts being
registered and the validity of the subordinated guarantee.

5(b) Opinion of Torys LLP regarding validity under Canadian law of the
subordinated guarantee and enforceability of judgments.

23(a) Consent of independent registered public accounting firm for Manulife
Financial Corporation.

23(b) Consent of Dykema Gossett PLLC (included as part of its opinion filed
as Exhibit 5(a) and incorporated herein by reference).

23(c) Consent of Torys LLP (included as part of its opinion filed as
Exhibit 5(b) and incorporated herein by reference).

24(b) Powers of Attorney (Marianne Harrison, Bradford J. Race, Jr., and
Neil M. Merkl).