AMENDMENT NO.1
                                      TO
                       ADMINISTRATIVE SERVICES AGREEMENT

       WHEREAS, The Manufacturers Life Insurance Company (U.S.A.) (now John
Hancock Life Insurance Company (U.S.A.) ("John Hancock USA")) and The
Manufacturers Life Insurance Company of New York (now John Hancock Life
Insurance Company of New York ("JHNY")) are parties to an Administrative
Services Agreement, effective the 1st day of January, 2001 (the "Agreement");
and

       WHEREAS, the parties wish to amend the Agreement to reflect the changes
in their respective corporate names and to reflect consolidation of certain
services under the Agreement as a result of the merger of The Manufacturers
Life Insurance Company of North America with and into The Manufacturers Life
Insurance Company (U.S.A.), which occurred effective January 1, 2002.

       NOW, THEREFORE, John Hancock USA and JHNY agree as follows:

   1. All references in the Agreement to "The Manufacturers Life Insurance
Company (U.S.A.)" are replaced by "John Hancock Life Insurance Company
(U.S.A.)", and all references to "The Manufacturers Life Insurance Company of
New York" are replaced by "John Hancock Life Insurance Company of New York".

   2. Exhibits A of the Agreement is replaced by the attached Exhibit A.

   3. All other provisions of the Agreement shall remain unchanged

   4. This amendment shall take effect on May 1, 2005


                                                  /s/ James D. Gallagher
                                                  -----------------------------
                                                  John Hancock Life Insurance
                                                  Company (U.S.A.)


                                                  /s/ James D. Gallagher
                                                  -----------------------------
                                                  John Hancock Life Insurance
                                                  Company of New York



                                   EXHIBIT A

                  I. Service Performed Directly by Provider:

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

   John Hancock USA has provided and will continue to provide the following
services in connection with products issued by John Hancock Life Insurance
Company of New York.

SERVICES PROVIDED ON A COMPANY-WIDE BASIS:

    1. Legal Services pursuant to Section 5(f) - Legal support for all business
       units.

    2. Agent Licensing services pursuant to Section 5(g).

SERVICES PROVIDED TO THE INDIVIDUAL INSURANCE BUSINESS UNIT:

    3. Marketing pursuant to Section 5(d).

SERVICES PROVIDED TO THE GROUP PENSION BUSINESS UNIT:

    4. Limited marketing pursuant to Section 5(d).

SERVICES PROVIDED TO THE INDIVIDUAL ANNUITIES BUSINESS UNIT:

    5. Underwriting and policy issuance services pursuant to Section 5(a).

    6. Policyowner services pursuant to Section 5(b).

    7. Claims services pursuant to Section 5(c).

    8. Telecommunications and Systems services pursuant to Section 5(f)(ii).

    9. Actuarial services pursuant to Section 5(f)(i).

    10.Marketing pursuant to Section 5(d).

SERVICES PROVIDED ON AN AS REQUESTED OR AS NEEDED BASIS:

    11.Accounting services pursuant to Section 5(e).

    12.Negotiation of banking, accounting, and treasury pursuant to
       Section 5(f) - John Hancock USA may assist in the negotiation of major
       financial arrangements including the lease of the Company premises in
       Valhalla, NY.

    13.Executive support pursuant to Section 5(f) - John Hancock USA officers
       provide executive support to the Company.

    14.Purchasing pursuant to Section 5(f)(iv) - Where it is advantageous for
       the Company, it participates in bulk purchases.

    15.Personnel and employee relations service pursuant to Section 5(f)(iv).



                            II. Delegated Services

   As of the Effective Date of this agreement, the following affiliates are
providing services pursuant to a delegation in accordance with Section 1 hereof:

A. THE MANUFACTURERS LIFE INSURANCE COMPANY ("MANULIFE")

Manulife performs the following services relating to the Company's products

SERVICES PROVIDED ON A COMPANY-WIDE BASIS: NONE

SERVICES PROVIDED TO A BUSINESS UNIT OR ON A PARTIAL BASIS:

    1. Underwriting and policy issuance pursuant to Section 5(a), except for
       individual annuity products.

    2. Policyowner services pursuant to Section 5(b), except for individual
       annuity products.

    3. Claim services pursuant to Section 5(c) except for individual annuity
       products.

    4. Marketing services pursuant to Section 5(d) in connection with Group
       Pension products.

    5. Accounting services pursuant to 5(e), including statutory basis
       financial reporting and compliance monitoring as well as GAAP financial
       reporting.

    6. Functional support services under 5(f).