N-6/A

As filed with the U.S. Securities and Exchange Commission on November 21, 2008

Registration No. 333-152409

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-6

SEC File No 811-5130

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE

AMENDMENT NO. 3  x

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 14  x

John Hancock Life Insurance Company (U.S.A.)

SEPARATE ACCOUNT N

(Exact Name of Registrant)

John Hancock Life Insurance Company (U.S.A.)

(Name of Depositor)

197 Clarendon Street Boston, MA 02116

(Complete address of depositor’s principal executive offices)

Depositor’s Telephone Number: 617-572-6000

JAMES C. HOODLET, ESQ.

John Hancock Life Insurance Company (U.S.A.)

U.S. INSURANCE LAW JOHN HANCOCK PLACE BOSTON, MA 02117

(Name and complete address of agent for service)

Copy to:

THOMAS C. LAUERMAN, ESQ.

Jorden Burt LLP 1025 Thomas Jefferson Street, N.W.

Suite 400 East Washington, D.C. 20007-5208

It is proposed that this filing will become effective as soon as practicable after the effective date of the Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant 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.

Prospectus dated             , 2008

for interests in

Separate Account N

Interests are made available under

CORPORATE VUL

a flexible premium variable universal life insurance policy issued by

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

(“John Hancock USA”)

The policy provides a fixed account option with fixed rates of return declared by John Hancock USA

and the following investment accounts:

500 Index B	Global Bond	Natural Resources
Active Bond	Global Real Estate	Optimized All Cap
All Cap Core	Health Sciences	Optimized Value
All Cap Growth	High Yield	Overseas Equity
All Cap Value	Income & Value	Pacific Rim
American Asset Allocation	Index Allocation	PIMCO VIT All Asset
American Blue Chip Income and Growth	International Core	Real Estate Securities
American Bond	International Equity Index B	Real Return Bond
American Growth	International Opportunities	Science & Technology
American Growth-Income	International Small Cap	Short-Term Bond
American International	International Value	Small Cap Growth
Blue Chip Growth	Investment Quality Bond	Small Cap Index
Capital Appreciation	Large Cap	Small Cap Opportunities
Capital Appreciation Value	Large Cap Value	Small Cap Value
Classic Value	Lifestyle Aggressive	Small Company Value
Core Allocation Plus	Lifestyle Balanced	Strategic Bond
Core Bond	Lifestyle Conservative	Strategic Income
Core Equity	Lifestyle Growth	Total Bond Market B
Disciplined Diversification	Lifestyle Moderate	Total Return
Emerging Small Company	Mid Cap Index	Total Stock Market Index
Equity-Income	Mid Cap Intersection	U.S. Government Securities
Financial Services	Mid Cap Stock	U.S. High Yield Bond
Franklin Templeton Founding Allocation	Mid Cap Value	U.S. Large Cap
Fundamental Value	Mid Value	Utilities
Global	Money Market B	Value
Global Allocation

* * * * * * * * * * * *

Please note that the Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

GUIDE TO THIS PROSPECTUS

This prospectus is arranged in the following way:

• Starting on the next page is a Table of Contents for this prospectus.

• The section after the Table of Contents is called “Summary of Benefits and Risks.” It contains a summary of the benefits available under the policy and of the principal risks of purchasing the policy. You should read this section before reading any other section of this prospectus.

• Behind the Summary of Benefits and Risks section is a section called “Fee Tables” that describes the fees and expenses you will pay when buying, owning and surrendering the policy.

• Behind the Fee Tables section is a section called “Detailed Information.” This section gives more details about the policy. It may repeat certain information contained in the Summary of Benefits and Risks section in order to put the more detailed information in proper context.

• Finally, on the back cover of this prospectus is information concerning the Statement of Additional Information (the “SAI”) and how the SAI, personalized illustrations and other information can be obtained.

Prior to making any investment decisions, you should carefully review this product prospectus and all applicable supplements. In addition, you will receive the prospectuses for the underlying funds that we make available as investment options under the policies. The funds’ prospectuses describe the investment objectives, policies and restrictions of, and the risks relating to, investment in the funds. In the case of any of the portfolios that are operated as feeder funds, the prospectus for the corresponding master fund is also provided. If you need to obtain additional copies of any of these documents, please contact your John Hancock USA representative or contact our Service Office at the address and telephone number on the back page of this product prospectus.

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TABLE OF CONTENTS

	Page No.
SUMMARY OF BENEFITS AND RISKS	4
The nature of the policy	4
Summary of policy benefits	4
Death benefit	4
Surrender of the policy	4
Withdrawals	5
Policy loans	5
Optional supplementary benefit riders	5
Investment options	5
Summary of policy risks	5
Lapse risk	5
Investment risk	5
Transfer risk	6
Early surrender risk	6
Market timing risk	6
Tax risks	6
FEE TABLES	8
DETAILED INFORMATION	15
Table of Investment Options and Investment Subadvisers	15
Description of John Hancock USA	25
Description of Separate Account N	26
The fixed account	26
The death benefit	26
Limitations on payment of death benefit	27
Base Face Amount vs. Supplemental Face Amount	27
The minimum death benefit	27
When the insured person reaches 121	28
Requesting an increase in coverage	28
Requesting a decrease in coverage	28
Change of death benefit option	29
Tax consequences of coverage changes	29
Your beneficiary	29
Ways in which we pay out policy proceeds	29
Changing a payment option	29
Tax impact of payment option chosen	29
Premiums	30
Planned premiums	30
Minimum initial premium	30
Maximum premium payments	30
Processing premium payments	30
Ways to pay premiums	30
Lapse and reinstatement	31
Lapse	31
Death during grace period	31
Reinstatement	31
The policy value	31
Asset Credit	32
Allocation of future premium payments	32
Transfers of existing policy value	32
Surrender and withdrawals	34
Surrender	34
Withdrawals	34

	Page No.
Policy loans	34
Repayment of policy loans	35
Effects of policy loans	35
Description of charges at the policy level	35
Deductions from policy value	35
Additional information about how certain policy charges work	36
Sales expenses and related charges	36
Method of deduction	36
Reduced charges for eligible classes	36
Other charges we could impose in the future	36
Description of charges at the portfolio level	37
Other policy benefits, rights and limitations	37
Optional supplementary benefit riders you can add	37
Variations in policy terms	38
Procedures for issuance of a policy	38
Commencement of insurance coverage	39
Backdating	39
Temporary coverage prior to policy delivery	39
Monthly deduction dates	39
Changes that we can make as to your policy	39
The owner of the policy	40
Policy cancellation right	40
Reports that you will receive	40
Assigning your policy	40
When we pay policy proceeds	41
General	41
Delay to challenge coverage	41
Delay for check clearance	41
Delay of separate account proceeds	41
Delay of general account surrender proceeds	41
How you communicate with us	41
General rules	41
Telephone, facsimile and internet transactions	42
Distribution of policies	42
Compensation	43
Tax considerations	44
General	44
Death benefit proceeds and other policy distributions	44
Policy loans	45
Diversification rules and ownership of the Account	45
7-pay premium limit and modified endowment contract status	46
Corporate and H.R. 10 retirement plans	47
Withholding	47
Life insurance purchases by residents of Puerto Rico	47
Life insurance purchases by non-resident aliens	47
Financial statements reference	47
Registration statement filed with the SEC	47
Independent registered public accounting firm	47

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SUMMARY OF BENEFITS AND RISKS

The nature of the policy

The policy’s primary purpose is to provide lifetime protection against economic loss due to the death of the insured person. The policy is unsuitable as a short-term savings vehicle because of the substantial policy-level charges. We are obligated to pay all amounts promised under the policy. The value of the amount you have invested under the policy may increase or decrease daily based on the investment results of the investment accounts that you choose. The amount we pay to the policy’s beneficiary upon the death of the insured person (we call this the “death benefit”) may be similarly affected. That’s why the policy is referred to as a “variable” life insurance policy. We call the investments you make in the policy “premiums” or “premium payments.” The amount we require as your first premium depends upon the specifics of your policy and the insured person. Except as noted in the “Detailed Information” section of this prospectus, you can make any other premium payments you wish at any time. That’s why the policy is called a “flexible premium” policy.

In your application for the policy you will tell us how much life insurance coverage you want on the life of the insured person. This is called the “Total Face Amount.” The Total Face Amount is comprised of the Base Face Amount and any Supplemental Face Amount you elect based on your individual needs and objectives. Some of these considerations are discussed under “Base Face Amount vs. Supplemental Face Amount” in this prospectus; however, you should discuss your insurance needs and financial objectives with your registered representative before purchasing any life insurance product. You should also consider that the amount of compensation paid to the selling broker-dealer will generally be less if you elect greater portions of Supplemental Face Amount coverage at issue (see “Distribution of policies”).

If the life insurance protection described in this prospectus is provided under a master group policy, the term “policy” as used in this prospectus refers to the certificate we issue and not to the master group policy.

Summary of policy benefits

Death benefit

When the insured person dies, we will pay the death benefit minus any policy debt and unpaid fees and charges. There are two ways of calculating the death benefit (Option 1 and Option 2). You choose which one you want in the application. The two death benefit options are:

• Option 1 - The death benefit will equal the greater of (1) the Total Face Amount plus any amount payable under a supplementary benefit rider, or (2) the minimum death benefit (as described under “The minimum death benefit” provision in the “Detailed Information” section of this prospectus).

• Option 2 - The death benefit will equal the greater of (1) the Total Face Amount plus any amount payable under a supplementary benefit rider, plus the policy value on the date of death, or (2) the minimum death benefit.

Surrender of the policy

You may surrender the policy in full at any time. If you do, we will pay you the policy value less any outstanding policy debt. This is called your “net cash surrender value.” You must return your policy when you request a surrender.

If you have not taken a loan on your policy, the “policy value” of your policy will, on any given date, be equal to:

• the amount you invested,

• gain or loss of the investment experience of the investment options you’ve chosen,

• minus all charges we deduct, and

• minus all withdrawals you have made.

If you take a loan on your policy, your policy value will be computed somewhat differently. See “Effects of policy loans.” If you surrender your policy in connection with the purchase of a replacement policy, including a replacement intended to qualify as a tax free exchange under Section 1035 of the Internal Revenue Code, there may also be a Replacement Fee deducted from the net cash surrender value.

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Withdrawals

After the first policy year, you may make a withdrawal of part of your surrender value. Generally, each withdrawal must be at least $500. Your policy value is automatically reduced by the amount of the withdrawal. We reserve the right to refuse a withdrawal if it would reduce the net cash surrender value or the Total Face Amount below certain minimum amounts. A withdrawal may also reduce the Total Face Amount (see “Surrender and withdrawals — Withdrawals”).

Policy loans

If your policy is in full force and has sufficient policy value, you may borrow from it at any time by completing the appropriate form. Generally, the minimum amount of each loan is $500. The maximum amount you can borrow is determined by a formula as described in your policy. Interest is charged on each loan. You can pay the interest or allow it to become part of the outstanding loan balance. You can repay all or part of a loan at any time. If there is an outstanding loan when the insured person dies, it will be deducted from the death benefit. Policy loans permanently affect the calculation of your policy value, and may also result in adverse tax consequences.

Optional supplementary benefit riders

When you apply for the policy, you can request any of the optional supplementary benefit riders that we make available. Availability of riders varies from state to state. Charges for most riders will be deducted monthly from the policy value.

Investment options

The policy offers a number of investment options, as listed on page 1 of this prospectus. These investment options are subaccounts of Separate Account N (the “Account” or “Separate Account”), a separate account operated by us under Michigan law. There is also a “fixed account” option that provides a fixed rate of return. The variable investment options have returns that vary depending upon the investment results of underlying portfolios. These options are referred to in this prospectus as “investment accounts.” The fixed account and the investment accounts are sometimes collectively referred to in this prospectus as the “accounts.” The investment accounts cover a broad spectrum of investment styles and strategies. Although the portfolios of the series funds that underlie those investment accounts operate like publicly traded mutual funds, there are important differences between the investment accounts and publicly traded mutual funds. You can transfer money from one investment account to another without tax liability. Moreover, any dividends and capital gains distributed by each underlying portfolio are automatically reinvested and reflected in the portfolio’s value and create no taxable event for you. If and when policy earnings are distributed (generally as a result of a surrender or withdrawal), they will be treated as ordinary income instead of as capital gains. Also, you must keep in mind that you are purchasing an insurance policy and you will be assessed charges at the policy level as well as at the fund level. Such policy level charges, in aggregate, are significant and will reduce the investment performance of your policy.

Summary of policy risks

Lapse risk

If the net cash surrender value is insufficient to pay the charges when due, your policy can terminate (i.e. “lapse”). This can happen because you haven’t paid enough premiums or because the investment performance of the investment accounts you’ve chosen has been poor or because of a combination of both factors. You will be given a “grace period” within which to make additional premium payments to keep the policy in effect. If lapse occurs, you may be given the opportunity to reinstate the policy by making the required premium payments and satisfying certain other conditions.

Since withdrawals reduce your policy value, withdrawals increase the risk of lapse. Policy loans also increase the risk of lapse.

Investment risk

As mentioned above, the investment performance of any investment account may be good or bad. Your policy value will rise or fall based on the investment performance of the investment accounts you’ve chosen. Some investment accounts are riskier than others. These risks (and potential rewards) are discussed in detail in the prospectuses of the underlying portfolios.

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Transfer risk

There is a risk that you will not be able to transfer your policy value from one investment account to another because of limitations on the dollar amount or frequency of transfers you can make. The limitations on transfers out of the fixed account option are more restrictive than those that apply to transfers out of investment accounts.

Early surrender risk

Depending on the policy value at the time you are considering surrender, there may be little or no surrender value payable to you.

Market timing risk

Investment accounts in variable life insurance products can be a prime target for abusive transfer activity because these products value their investment accounts on a daily basis and allow transfers among investment accounts without immediate tax consequences. As a result, some investors may seek to frequently transfer into and out of investment accounts in reaction to market news or to exploit a perceived pricing inefficiency. Whatever the reason, long-term investors in an investment account can be harmed by frequent transfer activity since such activity may expose the investment account’s underlying portfolio to increased portfolio transaction costs and/or disrupt the portfolio manager’s ability to effectively manage the portfolio’s investments in accordance with the portfolio’s investment objectives and policies, both of which may result in dilution with respect to interests held for long-term investment.

To discourage disruptive frequent trading activity, we impose restrictions on transfers (see “Transfers of existing policy value”) and reserve the right to change, suspend or terminate telephone, facsimile and internet transaction privileges (see “How you communicate with us”). In addition, we reserve the right to take other actions at any time to restrict trading, including, but not limited to: (i) restricting the number of transfers made during a defined period, (ii) restricting the dollar amount of transfers, and (iii) restricting transfers into and out of certain investment accounts. We also reserve the right to defer a transfer at any time we are unable to purchase or redeem shares of the underlying portfolio.

While we seek to identify and prevent disruptive frequent trading activity, it may not always be possible to do so. Therefore, no assurance can be given that the restrictions we impose will be successful in preventing all disruptive frequent trading and avoiding harm to long-term investors.

Tax risks

Life insurance death benefits are ordinarily not subject to income tax. Other Federal and state taxes may apply as further discussed below. In general, you will be taxed on the amount of lifetime distributions that exceed the premiums paid under the policy. Any taxable distribution will be treated as ordinary income (rather than as capital gains) for tax purposes.

In order for you to receive the tax benefits extended to life insurance under the Internal Revenue Code, your policy must comply with certain requirements of the Code. We will monitor your policy for compliance with these requirements, but a policy might fail to qualify as life insurance in spite of our monitoring. If this were to occur, you would be subject to income tax on the income credited to your policy for the period of disqualification and all subsequent periods. The tax laws also contain a so-called “7 pay limit” that limits the amount of premium that can be paid in relation to the policy’s death benefit. If the limit is violated, the policy will be treated as a “modified endowment contract,” which can have adverse tax consequences. There are also certain Treasury Department rules referred to as the “investor control rules” that determine whether you would be treated as the “owner” of the assets underlying your policy. If that were determined to be the case, you would be taxed on any income or gains those assets generate. In other words, you would lose the value of the so-called “inside build-up” that is a major benefit of life insurance.

There is a tax risk associated with policy loans. Although no part of a loan is treated as income to you when the loan is made (unless your policy is a “modified endowment contract”), surrender or lapse of the policy would result in the loan being treated as a distribution at the time of lapse or surrender. This could result in a considerable tax bill. Under certain circumstances involving large amounts of outstanding loans and an insured person of advanced age, you might find yourself having to choose between high premium requirements to keep your policy from lapsing and a significant tax burden if you allow the lapse to occur.

Tax consequences of ownership or receipt of policy proceeds under Federal, state and local estate, inheritance, gift and other tax laws can vary greatly depending upon the circumstances of each owner or beneficiary. There can also be unfavorable tax consequences on such things as the change of policy ownership or assignment of ownership interests. For

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these and all the other reasons mentioned above, we recommend you consult with a qualified tax adviser before buying the policy and before exercising certain rights under the policy.

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FEE TABLES

This section contains five tables that describe all of the fees and expenses that you will pay when buying and owning the policy. In the first three tables, certain entries show the minimum charge, the maximum charge and the charge for a representative insured person. Other entries show only the maximum charge we can assess and are labeled as such. Except where necessary to show a rate greater than zero, all rates shown in the tables have been rounded to two decimal places as required by prospectus disclosure rules. Consequently, the actual rates charged may be slightly higher or lower than those shown in the tables.

The first table below describes the fees and expenses that you will pay at the time that you transfer policy value between investment accounts or upon a Section 1035 Exchange or replacement of your policy. The table also describes the deferred premium charge. The deferred premium charge is calculated at the end of every policy year in which premiums are paid. The premium charge is then assessed monthly over 10 policy years in 120 equal monthly amounts. A portion of the deferred premium charge is used to cover state and Federal premium taxes. Premium taxes vary by jurisdiction and are subject to change. Currently, premium taxes range from 0% to 3.5% of each premium payment.

	Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Maximum deferred premium charge	Upon making a premium payment (charge deducted monthly over a 10 year period beginning in the policy year following the premium payment)(1)	0.13% monthly for 10 policy years for each premium payment
Maximum transfer fee	Upon each transfer into or out of an investment account beyond an annual limit of not less than 12	$25 (currently $0)(2)
Replacement fee(3)	Upon a policy replacement or 1035 Exchange for the first 10 policy years
Minimum charge		$3.37 per $1,000 of Total Face Amount
Maximum charge		$37.69 per $1,000 of Total Face Amount
Charge for representative insured person		$12.60 per $1,000 of Total Face Amount

(1) At the end of the first and every policy year thereafter, we calculate a deferred premium charge on the basis of the total of the premiums paid during that policy year, multiplied by a rate not to exceed 0.13% (15% on a cumulative basis). The premium charge is then deducted monthly over 10 policy years in 120 equal monthly amounts beginning in the policy year following the premium payment.

(2) This charge is not currently imposed, but we reserve the right to do so in the policy.

(3) A replacement fee is imposed for the first 10 policy years if you surrender your policy in connection with the purchase of a replacement policy, including a replacement intended to qualify as a tax free exchange under Section 1035 of the Internal Revenue Code. The fee is a percentage of the premiums we receive in the first policy year that do not exceed the Replacement Fee Calculation Limit stated in your policy. The percentage applied is dependent upon the policy year during which the replacement occurs and grades down proportionately at the beginning of each policy month until it reaches zero. The Replacement Fee Calculation Limit varies by issue age, sex and amounts of Base Face Amount and Supplemental Face Amount elected at issue. The “maximum” rate shown in the table is for a 70 year old male with all Base Face Amount. The “minimum” rate shown in the table is for a 20 year old female with 10% Base Face Amount and 90% Supplemental Face Amount. The “representative insured person” referred to in the table is for a 45 year old male with 50% Base Face Amount and 50% Supplemental Face Amount.

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The next two tables describe the charges and expenses that you will pay periodically during the time you own the policy. These tables do not include fees and expenses paid at the portfolio level. Except for the policy loan interest rate, all of the charges shown in the tables are deducted from your policy value. The second table is devoted only to optional supplementary rider benefits.

Periodic Charges Other Than Fund Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
		Guaranteed Rate	Current Rate
Cost of insurance charge:(1)	Monthly
Minimum charge		$0.04 per $1,000 of NAR	$0.01 per $1,000 of NAR
Maximum charge		$83.33 per $1,000 of NAR	$83.33 per $1,000 of NAR
Charge for representative insured person		$0.22 per $1,000 of NAR	$0.05 per $1,000 of NAR
Base Face Amount charge:(2)	Monthly
Minimum charge		$0.09 per $1,000 of Base Face Amount in policy years 1-20	$0.01 per $1,000 of Base Face Amount
Maximum charge		$2.44 per $1,000 of Base Face Amount in policy years 1-20	$1.23 per $1,000 of Base Face Amount
Charge for representative insured person		$0.24 per $1,000 of Base Face Amount in policy years 1-20	$0.04 per $1,000 of Base Face Amount
Administrative charge	Monthly	$15.00	$15.00
Asset-based risk charge(3)	Monthly
Maximum charge		0.14% of policy value	0.00% of policy value
Maximum policy loan interest rate(4)	Accrues daily Payable annually	3.75%	3.75%

(1) The cost of insurance charge is determined by multiplying the amount of insurance for which we are at risk (the net amount at risk or “NAR”) by the applicable cost of insurance rate. The rates vary widely depending upon the length of time the policy has been in effect, the insurance risk characteristics of the insured person and (generally) the gender of the insured person. The “minimum” guaranteed and current rates shown in the table are the rates in the first policy year for a policy issued to cover a 20 year old female super preferred underwriting risk. The “maximum” guaranteed and current rates are the rates in the first policy year for a 90 year old male substandard smoker underwriting risk. This includes the so-called “extra mortality charge.” The “representative insured person” guaranteed and current rates shown in the table are for a 45 year old male standard non-smoker underwriting risk in the first policy year. The charges shown in the table may not be particularly relevant to your current situation. For more information about cost of insurance rates, talk to your John Hancock USA representative.

(2) This charge is determined by multiplying the Base Face Amount at issue by the applicable rate. The rates vary by the sex, issue age, and risk classification of the insured person and duration (policy year). The “minimum” guaranteed and current rates shown in the table is for a 20 year old female super preferred underwriting risk in policy year 1. The “maximum” guaranteed and current rates shown in the table is for a 90 year old male standard smoker underwriting risk in policy year 1. The “representative insured person” guaranteed and current rates shown in the table is for a 45 year old male standard non-smoker underwriting risk in policy year 1.

(3) This charge only applies to the portion of the policy value held in the investment accounts. The charge determined does not apply to any fixed account. This charge is currently not imposed, but we reserve the right to do so in the policy. The maximum asset-based risk charge varies based on the amount of Base Face Amount and Supplemental Face Amount elected at issue. The “maximum” guaranteed charge shown in the table is for a policy with 10% Base Face Amount and 90% Supplemental Face Amount at issue. If you elect greater proportions of Supplemental Face Amount coverage at issue, the guaranteed limit upon the asset-based risk charge we provide will be higher. For example, a policy with 50% Base Face Amount and 50% Supplemental Face Amount at issue would have a guaranteed charge of 0.09% of policy value. For a policy with 100% Base Face Amount and 0% Supplemental Face Amount at issue, the guaranteed charge would be 0.03% of policy value. The current charge is the same for all policies, regardless of the percentages of Base Face Amount at issue and Supplemental Face Amount at issue.

(4) 3.75% is the maximum effective annual interest rate we can charge and applies only during policy years 1-10. The effective annual interest rate is 3.00% thereafter (although we reserve the right to increase the rate after the tenth policy year to as much as 3.25%. The amount of any loan is transferred from the accounts to a special loan account which earns interest at an effective annual rate of 3.00%. Therefore, the cost of a loan is the difference between the loan interest we charge and the interest we credit to the special loan account.

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Rider Charges
Charge	When Charge is Deducted	Amount Deducted
		Guaranteed Rate	Current Rate
Accelerated Benefit Rider(1)	At exercise of benefit	$150	$0
Change of Life Insured Rider	At exercise of benefit	$250	$250
Overloan Protection Rider (2)	At exercise of benefit
Minimum charge		0.04%	0.04%
Maximum charge		8.00%	8.00%
Return of Premium Death Benefit Rider(3)	Monthly
Minimum charge		$0.04 per $1,000 of NAR	$0.01 per $1,000 per NAR
Maximum charge		$83.33 per $1,000 of NAR	$83.33 per $1,000 of NAR
Charge for representative insured person		$0.22 per $1,000 of NAR	$0.05 per $1,000 of NAR

(1) This charge is not currently imposed, but we reserve the right to do so in the policy.

(2) The charge for this rider is determined as a percentage of unloaned account value. The rates vary by the attained age of the insured person at the time of exercise. The rates also differ according to the tax qualification test elected at issue. The guaranteed minimum rate for the guideline premium test is 0.04% (currently 0.04%) and the guaranteed maximum rate is 2.50% (currently 2.50%). The guaranteed minimum rate for the cash value accumulation test is 0.04% (currently 0.04%) and the guaranteed maximum rate is 8.00% (currently 8.00%). The minimum rate shown in the table is for an insured person who has reached attained age 120 and the guideline premium test or the cash value accumulation test has been elected. The maximum rate shown is for an insured person who has reached attained age 75 and the cash value accumulation test has been elected.

(3) The Return of Premium Death Benefit Rider charge is determined by multiplying the amount of insurance for which we are at risk (the net amount at risk or “NAR”) by the applicable cost of insurance rate. The rates vary widely depending upon the length of time the policy has been in effect, the insurance risk characteristics of the insured person and (generally) the gender of the insured person. The “minimum” guaranteed and current rates shown in the table are the rates in the first policy year for a policy issued to cover a 20 year old female super preferred underwriting risk. The “maximum” guaranteed and current rates are the rates in the first policy year for a 90 year old male substandard smoker underwriting risk. The “minimum” current rates shown in the table are the rates in the first policy year for a policy issued to cover a 20 year old female super preferred non-smoker underwriting risk. This includes the so-called “extra mortality charge.” The “representative insured person” guaranteed and current rates shown in the table are for a 45 year old male standard non-smoker underwriting risk in the first policy year. The charges shown in the table may not be particularly relevant to your current situation. For more information about these rates, talk to your John Hancock USA representative.

The next table describes the minimum and maximum portfolio level fees and expenses charged by any of the portfolios underlying a variable investment option offered through this prospectus, expressed as a percentage of average net assets (rounded to two decimal places). These expenses are deducted from portfolio assets.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
Range of expenses, including management fees, distribution and/ or service (12b-1) fees, and other expenses	0.49%	1.57%

The next table describes the fees and expenses for each portfolio underlying a variable investment option offered through this prospectus. None of the portfolios charge a sales load or surrender fee. The fees and expenses do not reflect the fees and expenses of any variable insurance contract or qualified plan that may use the portfolio as its underlying investment medium. Except for the American Asset Allocation, American International, American Growth, American Growth-Income, American Blue Chip Income and Growth, American Bond and PIMCO VIT All Asset portfolios, all of the portfolios shown in the table are NAV class shares that are not subject to Rule 12b-1 fees. Except as indicated in the footnotes appearing at the end of the table, the expense ratios are based upon the portfolio’s actual expenses for the year ended December 31, 2007.

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Portfolio Annual Expenses

(as a percentage of portfolio average net assets, rounded to two decimal places)

Portfolio	Management Fees	12b-1 Fees	Other Expenses	Acquired Fund Fees and Expenses	Total1 Operating Expenses
500 Index B2	0.46%	0.00%	0.03%	0.00%	0.49%
Active Bond3	0.60%	0.00%	0.03%	0.00%	0.63%
All Cap Core3	0.77%	0.00%	0.04%	0.00%	0.81%
All Cap Growth3	0.85%	0.00%	0.05%	0.00%	0.90%
All Cap Value3	0.83%	0.00%	0.02%	0.00%	0.85%
American Asset Allocation4, 5, 6	0.31%	0.60%	0.05%	0.00%	0.96%
American Blue Chip Income and Growth4	0.41%	0.60%	0.04%	0.00%	1.05%
American Bond4, 5	0.40%	0.60%	0.03%	0.00%	1.03%
American Growth4	0.32%	0.60%	0.03%	0.00%	0.95%
American Growth-Income4	0.26%	0.60%	0.03%	0.00%	0.89%
American International4	0.49%	0.60%	0.05%	0.00%	1.14%
Blue Chip Growth3, 7	0.81%	0.00%	0.02%	0.00%	0.83%
Capital Appreciation3	0.73%	0.00%	0.04%	0.00%	0.77%
Capital Appreciation Value3, 6	0.85%	0.00%	0.11%	0.00%	0.96%
Classic Value3	0.80%	0.00%	0.07%	0.00%	0.87%
Core Allocation Plus3, 6	0.92%	0.00%	0.14%	0.00%	1.06%
Core Bond3	0.64%	0.00%	0.11%	0.00%	0.75%
Core Equity3	0.77%	0.00%	0.04%	0.00%	0.81%
Disciplined Diversification3, 6, 8	0.80%	0.00%	0.14%	0.00%	0.94%
Emerging Small Company3	0.97%	0.00%	0.05%	0.00%	1.02%
Equity-Income3, 7	0.81%	0.00%	0.03%	0.00%	0.84%
Financial Services3	0.81%	0.00%	0.05%	0.00%	0.86%
Franklin Templeton Founding Allocation6, 9	0.05%	0.00%	0.03%	0.86%	0.94%
Fundamental Value3	0.76%	0.00%	0.04%	0.00%	0.80%
Global3, 10, 11, 12	0.81%	0.00%	0.11%	0.00%	0.92%
Global Allocation3	0.85%	0.00%	0.13%	0.05%	1.03%
Global Bond3	0.70%	0.00%	0.11%	0.00%	0.81%
Global Real Estate3	0.93%	0.00%	0.13%	0.00%	1.06%
Health Sciences3, 7	1.05%	0.00%	0.09%	0.00%	1.14%
High Yield3	0.66%	0.00%	0.04%	0.00%	0.70%
Income and Value3	0.80%	0.00%	0.06%	0.00%	0.86%
Index Allocation6, 13	0.05%	0.00%	0.03%	0.53%	0.61%
International Core3	0.89%	0.00%	0.13%	0.00%	1.02%
International Equity Index B2	0.53%	0.00%	0.04%	0.01%	0.58%
International Opportunities3	0.87%	0.00%	0.12%	0.00%	0.99%
International Small Cap3	0.91%	0.00%	0.21%	0.00%	1.12%
International Value3, 10	0.81%	0.00%	0.16%	0.00%	0.97%
Investment Quality Bond3	0.59%	0.00%	0.07%	0.00%	0.66%
Large Cap3	0.71%	0.00%	0.07%	0.00%	0.78%
Large Cap Value3	0.81%	0.00%	0.04%	0.00%	0.85%
Lifestyle Aggressive	0.04%	0.00%	0.02%	0.87%	0.93%
Lifestyle Balanced	0.04%	0.00%	0.02%	0.82%	0.88%
Lifestyle Conservative	0.04%	0.00%	0.02%	0.76%	0.82%
Lifestyle Growth	0.04%	0.00%	0.02%	0.85%	0.91%
Lifestyle Moderate	0.04%	0.00%	0.02%	0.80%	0.86%
Mid Cap Index3, 14	0.47%	0.00%	0.03%	0.00%	0.50%

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Portfolio	Management        Fees	12b-1   Fees	Other Expenses	Acquired Fund Fees and Expenses	Total1 Operating Expenses
Mid Cap Intersection3	0.87%	0.00%	0.06%	0.00%	0.93%
Mid Cap Stock3	0.84%	0.00%	0.05%	0.00%	0.89%
Mid Cap Value3	0.85%	0.00%	0.05%	0.00%	0.90%
Mid Value3, 7	0.97%	0.00%	0.07%	0.00%	1.04%
Money Market B2	0.50%	0.00%	0.01%	0.00%	0.51%
Natural Resources3	1.00%	0.00%	0.08%	0.00%	1.08%
Optimized All Cap3	0.71%	0.00%	0.04%	0.00%	0.75%
Optimized Value3	0.65%	0.00%	0.04%	0.00%	0.69%
Overseas Equity3	0.97%	0.00%	0.14%	0.00%	1.11%
Pacific Rim3	0.80%	0.00%	0.27%	0.00%	1.07%
PIMCO VIT All Asset15	0.18%	0.25%	0.45%	0.69%	1.57%
Real Estate Securities3	0.70%	0.00%	0.03%	0.00%	0.73%
Real Return Bond3, 16, 17	0.68%	0.00%	0.06%	0.00%	0.74%
Science and Technology3, 7	1.05%	0.00%	0.09%	0.00%	1.14%
Short-Term Bond3	0.58%	0.00%	0.02%	0.00%	0.60%
Small Cap Growth3	1.07%	0.00%	0.06%	0.00%	1.13%
Small Cap Index3, 14	0.48%	0.00%	0.03%	0.00%	0.51%
Small Cap Opportunities3	0.99%	0.00%	0.04%	0.00%	1.03%
Small Cap Value3	1.06%	0.00%	0.05%	0.00%	1.11%
Small Company Value3, 7	1.02%	0.00%	0.04%	0.00%	1.06%
Strategic Bond3	0.67%	0.00%	0.07%	0.00%	0.74%
Strategic Income3	0.69%	0.00%	0.09%	0.00%	0.78%
Total Bond Market B2	0.47%	0.00%	0.06%	0.00%	0.53%
Total Return3, 11, 16	0.69%	0.00%	0.06%	0.00%	0.75%
Total Stock Market Index3, 14	0.48%	0.00%	0.04%	0.00%	0.52%
U.S. Government Securities3	0.61%	0.00%	0.07%	0.00%	0.68%
U.S. High Yield Bond3	0.73%	0.00%	0.05%	0.00%	0.78%
U.S Large Cap3	0.82%	0.00%	0.03%	0.00%	0.85%
Utilities3	0.82%	0.00%	0.15%	0.00%	0.97%
Value3	0.74%	0.00%	0.04%	0.00%	0.78%

¹ Total Operating Expenses include fees and expenses incurred indirectly by a portfolio as a result of its investment in other investment companies (each an “Acquired Fund”). The Total Operating Expenses shown may not correlate to the portfolio’s ratio of expenses to average net assets shown in the financial highlights section in the prospectus for the portfolio, which does not include Acquired Fund fees and expenses. Acquired Fund fees and expenses for any new funds are estimated, not actual, amounts based on the portfolio’s current fiscal year.

² John Hancock Trust (the “Trust”) sells shares of these portfolios only to certain variable life insurance and variable annuity separate accounts of ours and our affiliates. Each portfolio is subject to an expense cap pursuant to an agreement between the Trust and John Hancock Investment Management Services, LLC (the “Adviser”). The expense cap is as follows: the Adviser has agreed to waive its advisory fee (or, if necessary, reimburse expenses of the portfolio) in an amount so that the rate of the portfolio’s Total Operating Expenses does not exceed its net operating expenses as listed below. A portfolio’s Total Operating Expenses includes all of its operating expenses including advisory fees and Rule 12b-1 fees, but excludes taxes, brokerage commissions, interest, litigation and indemnification expenses and extraordinary expenses of the portfolio not incurred in the ordinary course of the portfolio’s business. Under the agreement, the Adviser’s obligation to provide the expense cap with respect to a particular portfolio will remain in effect until May 1, 2009 and will terminate after that date only if the Trust, without the prior written consent of the Adviser, sells shares of the portfolio to (or has shares of the portfolio held by) any person other than the variable life insurance or variable annuity insurance separate accounts of ours or any of our affiliates that are specified in the agreement. The fees shown do not reflect this expense cap. If this expense cap had been reflected, the net operating expenses for these portfolios would be as indicated below. See the prospectus for participating portfolios for additional information.

Portfolio	Net Operating Expenses	Portfolio	Net Operating Expenses
500 Index B	0.25%	International Equity Index B	0.35%

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Portfolio	Net Operating Expenses	Portfolio	Net Operating Expenses
Money Market B	0.28%	Total Bond Market B	0.25%

³ Effective January 1, 2006, the Adviser has contractually agreed to waive its advisory fee for certain portfolios or otherwise reimburse the expenses of those portfolios. The reimbursement will equal, on an annualized basis, 0.02% of that portion of the aggregate net assets of all the participating portfolios that exceeds $50 billion. The amount of the reimbursement will be calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each portfolio. The reimbursement will remain in effect until May 1, 2009. The fees shown do not reflect this expense reimbursement. If all applicable waivers or reimbursements had been reflected, the net operating expenses for these portfolios would be as indicated below. See the prospectus for participating portfolios for additional information.

Portfolio	Net Operating Expenses	Portfolio	Net Operating Expenses	Portfolio	Net Operating Expenses
Active Bond	0.63%	Health Sciences	1.14%	Real Estate Securities	0.73%
All Cap Core	0.81%	High Yield	0.70%	Real Return Bond	0.74%
All Cap Growth	0.90%	Income and Value	0.86%	Science and Technology	1.14%
All Cap Value	0.85%	International Core	1.02%	Short-Term Bond	0.60%
Blue Chip Growth	0.83%	International Opportunities	0.99%	Small Cap Growth	1.12%
Capital Appreciation	0.77%	International Small Cap	1.12%	Small Cap Index	0.51%
Capital Appreciation Value	0.96%	International Value	0.95%	Small Cap Opportunities	1.03%
Classic Value	0.87%	Investment Quality Bond	0.66%	Small Cap Value	1.11%
Core Allocation Plus	1.06%	Large Cap	0.77%	Small Company Value	1.06%
Core Bond	0.74%	Large Cap Value	0.85%	Strategic Bond	0.74%
Core Equity	0.81%	Mid Cap Index	0.49%	Strategic Income	0.78%
Disciplined Diversification	0.70%	Mid Cap Intersection	0.93%	Total Return	0.75%
Emerging Small Company	1.02%	Mid Cap Stock	0.88%	Total Stock Market Index	0.51%
Equity-Income	0.84%	Mid Cap Value	0.90%	U.S. Government Securities	0.68%
Financial Services	0.86%	Mid Value	1.04%	U.S. High Yield Bond	0.77%
Fundamental Value	0.80%	Natural Resources	1.08%	U.S. Large Cap	0.85%
Global	0.91%	Optimized All Cap	0.75%	Utilities	0.96%
Global Allocation	1.03%	Optimized Value	0.69%	Value	0.78%
Global Bond	0.81%	Overseas Equity	1.11%
Global Real Estate	1.06%	Pacific Rim	1.06%

⁴ Capital Research Management Company (the adviser to the master fund for each of the Trust feeder funds) is voluntarily waiving a portion of its management fee. The fees shown do not reflect the waiver. See the financial highlights table in the American Funds’ prospectus or annual report for further information.

⁵ The table reflects the fees and expenses of the master and feeder portfolios. The Adviser has contractually limited other expenses at the feeder portfolio level to 0.03% until May 1, 2010, and the table reflects this limit. Other portfolio level expenses consist of operating expenses of the portfolio, excluding advisor fees, 12b-1 fees, transfer agent fees, blue sky fees, taxes, brokerage commissions, interest expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of business. 6For portfolios that have not started operations or have had operations of less than six months as of December 31, 2007, expenses are based on estimates of expenses expected to be incurred over the next year.

⁷ T. Rowe Price has voluntarily agreed to waive a portion of its subadvisory fee for certain portfolios. This waiver is based on the combined average daily net assets of these portfolios and the following funds of John Hancock Funds II: Blue Chip Growth, Equity-Income, Health Sciences, Science & Technology, Small Company Value, Spectrum Income and Real Estate Equity portfolios. The John Hancock Funds II portfolios are not offered under your policy. Based on the combined average daily net assets of the portfolios, the percentage fee reduction (as a percentage of the subadvisory fee) as of November 1, 2006 is as follows: 0% for the first $750 million, 5% for the next $750 million, 7.5% for the next $1.5 billion, and 10% if over $3 billion. The Adviser has also voluntarily agreed to reduce the advisory fee for each portfolio by the amount that the subadvisory fee is reduced. This voluntary fee waiver may be terminated by T. Rowe Price or the Adviser. The fees shown do not reflect this waiver. For more information, please see the prospectus for the underlying portfolios.

⁸ The Adviser has contractually agreed to reimburse expenses of the portfolio that exceed 0.70% of the average annual net assets of the portfolio. Expenses include all expenses of the portfolio except Rule 12b-1 fees, class specific expenses such as blue sky and transfer agency fees, portfolio brokerage, interest, and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of business. This contractual reimbursement will be in effect until May 1, 2010 and thereafter until terminated by the Adviser on notice to the Trust. The fees shown do not reflect this reimbursement. If all applicable waivers or reimbursements had been reflected, the net operating expenses for the portfolio would be 0.70%. For more information, please see the prospectus for the underlying portfolio.

⁹ The Adviser has contractually agreed to limit portfolio expenses to 0.025% until May 1, 2010. Portfolio expenses include advisory fee and other operating expenses of the portfolio, but excludes 12b-1 fees, underlying portfolio expenses, taxes, brokerage commissions, interest

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expense, litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of business. The fees shown do not reflect this waiver. If all applicable waivers or reimbursements had been reflected, the net operating expenses for the portfolio would be 0.89%. For more information, please see the prospectus for the underlying portfolio.

¹⁰The Adviser has contractually agreed to waive its advisory fees so that the amount retained by the Adviser after payment of the subadvisory fees for the portfolio does not exceed 0.45% of the portfolio’s average net assets. This advisory fee waiver will remain in place until May 1, 2010. The fees shown do not reflect this waiver. If all applicable waivers or reimbursements had been reflected, the net operating expenses for the Global and International Value portfolios would be 0.91% and 0.95%, respectively. For more information, please see the prospectus for the underlying portfolios.

¹¹The advisory fee rate shown reflects the tier schedule that is currently in place as described in the prospectus for the underlying portfolio.

¹²The Adviser has contractually agreed to reduce its advisory fee for a class of shares of a portfolio in an amount equal to the amount by which the expenses of such class of the portfolio exceed the expense limit (as a percentage of the average annual net assets of the portfolio attributable to the class) of 0.15% and, if necessary, to remit to that class of the portfolio an amount necessary to ensure that such expenses do not exceed that expense limit. “Expenses” means all the expenses of a class of a portfolio excluding advisory fees, Rule 12b-1 fees, transfer agency fees and service fees, blue sky fees, taxes, portfolio brokerage commissions, interest, and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business. This contractual reimbursement will be in effect until May 1, 2010 and thereafter until terminated by the Adviser on notice to the portfolio. The fees shown do not reflect this reimbursement. If all applicable waivers or reimbursments had been reflected, the net operating expenses for the portfolio would be 0.91%. For more information, please see the prospectus for the underlying portfolio.

¹³The Adviser has contractually agreed to reimburse expenses of the portfolio that exceed 0.02% of the average annual net assets of the portfolio. Expenses includes all expenses of the portfolio except Rule 12b-1 fees, underlying portfolio expenses, class specific expenses such as blue sky and transfer agency fees, portfolio brokerage, interest, and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of business. This reimbursement may be terminated any time after May 1, 2010. The fees shown do not reflect this waiver. If all applicable waivers or reimbursements had been reflected, the net operating expenses for the portfolio would be 0.55%. For more information, please see the prospectus for the underlying portfolio.

¹⁴The Adviser has voluntarily agreed to reduce its advisory fee for a class of shares of the portfolio in an amount equal to the amount by which the expenses of such class of the portfolio exceed the expense limit (as a percentage of the average annual net assets of the portfolio attributable to the class) of 0.05% and, if necessary, to remit to that class of the portfolio an amount necessary to ensure that such expenses do not exceed that expense limit. “Expenses” means all the expenses of a class of a portfolio excluding advisory fees, Rule 12b-1 fees, transfer agency fees and service fees, blue sky fees, taxes, portfolio brokerage commissions, interest, and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business. This expense limitation will continue in effect unless otherwise terminated by the Adviser upon notice to the Trust. This voluntary expense limitation may be terminated at any time. The fees shown do not reflect this expense limitation. For more information, please refer to the prospectus for the underlying portfolios.

¹⁵ Other expenses for the PIMCO VIT All Asset portfolio reflect an administrative fee of 0.25% and a service fee of 0.20%. Acquired Fund fees and expenses for the portfolio are based upon an allocation of the portfolio’s assets among the underlying portfolios and upon the total annual operating expenses of the Institutional Class shares of these underlying portfolios. Acquired Fund fees and expenses will vary with changes in the expenses of the underlying portfolios, as well as allocation of the portfolio’s assets, and may be higher or lower than those shown above. For a listing of the expenses associated with each underlying portfolio for the most recent fiscal year, please refer to the prospectus for the underlying portfolio. Pacific Investment Management Company LLC (“PIMCO”), the adviser to the portfolio, has contractually agreed for the current fiscal year (December 31, 2008) to reduce its advisory fee to the extent that the underlying portfolio expenses attributable to advisory and administrative fees exceed 0.64% of the total assets invested in the underlying portfolios. PIMCO may recoup these waivers in future periods, not exceeding three years, provided total expenses, including such recoupment, do not exceed the annual expense limit. This expense reduction is implemented based on a calculation of Acquired Fund fees and expenses attributable to advisory and administrative fees that is different from the calculation of Acquired Fund fees and expenses shown in the table. The fees shown do not reflect this expense reduction. If all applicable waivers or reimbursements had been reflected, the net operating expenses for the portfolio would be 1.55%. For more information, please refer to the prospectus for the underlying portfolio.

¹⁶Other Expenses reflect the amounts paid as substitute dividend expenses on securities borrowed for the settlement of short sales.

¹⁷The advisory fees were changed during the previous fiscal year. Rates shown reflect what the advisory fees would have been during the fiscal year 2007 had the new rates been in effect for the whole year.

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DETAILED INFORMATION

This section of the prospectus provides additional detailed information that is not contained in the Summary of Benefits and Risks section.

Table of Investment Options and Investment Subadvisers

When you select a Separate Account investment option, we invest your money in shares of a corresponding portfolio of the John Hancock Trust (the “Trust” or “JHT”) (or the PIMCO Variable Insurance Trust (the “PIMCO Trust”) with respect to the All Asset portfolio) and hold the shares in a subaccount of the Separate Account. The Fee Tables show the investment management fees, Rule 12b-1 fees and other operating expenses for these portfolio shares as a percentage (rounded to two decimal places) of each portfolio’s average net assets for 2007, except as indicated in the footnotes appearing at the end of the table. Fees and expenses of the portfolios are not fixed or specified under the terms of the policies and may vary from year to year. These fees and expenses differ for each portfolio and reduce the investment return of each portfolio. Therefore, they also indirectly reduce the return you will earn on any Separate Account investment options you select.

The John Hancock Trust and the PIMCO Trust are so-called “series” type mutual funds and each is registered under the Investment Company Act of 1940 (“1940 Act”) as an open-end management investment company. John Hancock Investment Management Services, LLC (“JHIMS”) provides investment advisory services to the Trust and receives investment management fees for doing so. JHIMS pays a portion of its investment management fees to other firms that manage the Trust’s portfolios. We are affiliated with JHIMS and may indirectly benefit from any investment management fees JHIMS retains. The All Asset portfolio of the PIMCO Trust receives investment advisory services from Pacific Investment Management Company LLC (“PIMCO”) and pays investment management fees to PIMCO.

Each of the American Asset Allocation, American Blue Chip Income and Growth, American Bond, American Growth-Income, American Growth, and American International portfolios invests in Series 1 shares of the corresponding investment portfolio of the Trust and are subject to a 0.60% Rule 12b-1 fee. The American Asset Allocation, American Growth, American International, American Growth-Income, American Blue Chip Income and Growth and American Bond portfolios operate as “feeder funds,” which means that the portfolio does not buy investment securities directly. Instead, it invests in a “master fund” which in turn purchases investment securities. Each of the American feeder fund portfolios has the same investment objective and limitations as its master fund. The prospectus for the American Fund master fund is included with the prospectuses for the underlying funds. We pay American Funds Distributors, Inc., the principal underwriter for the American Funds Insurance Series, a percentage of some or all of the amounts allocated to the “American” portfolios of the Trust for the marketing support services it provides.

The portfolios pay us or certain of our affiliates compensation for some of the distribution, administrative, shareholder support, marketing and other services we or our affiliates provide to the portfolios. The amount of this compensation is based on a percentage of the assets of the portfolios attributable to the variable insurance products that we and our affiliates issue. These percentages may differ from portfolio to portfolio and among classes of shares within a portfolio. In some cases, the compensation is derived from the Rule 12b-1 fees that are deducted from a portfolio’s assets for the services we or our affiliates provide to that portfolio. These compensation payments do not, however, result in any charge to you in addition to what is shown in the Fee Tables.

The following table provides a general description of the portfolios that underlie the variable investment options we make available under the policy. You bear the investment risk of any portfolio you choose as an investment option for your policy. You can find a full description of each portfolio, including the investment objectives, policies and restrictions of, and the risks relating to investment in the portfolio in the prospectus for that portfolio. You should read the portfolio’s prospectus carefully before investing in the corresponding variable investment option.

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The investment options in the Separate Account are not publicly traded mutual funds. The investment options are only available to you as investment options in the policies, or in some cases through other variable annuity contracts or variable life insurance policies issued by us or by other life insurance companies. In some cases, the investment options also may be available through participation in certain qualified pension or retirement plans. The portfolios’ investment advisers and managers (i.e. subadvisers) may manage publicly traded mutual funds with similar names and investment objectives. However, the portfolios are not directly related to any publicly traded mutual fund. You should not compare the performance of any investment option described in this prospectus with the performance of a publicly traded mutual fund. The performance of any publicly traded mutual fund could differ substantially from that of any of the investment options of our Separate Account.

The portfolios available under the policies are as described in the following table:

Portfolio	Portfolio Manager	Investment Objective and Strategy
500 Index B	MFC Global Investment Management (U.S.A.) Limited	To approximate the aggregate total return of a broad-based U.S. domestic equity market index. Under normal market conditions, the portfolio seeks to approximate the aggregate total return of a broad based U.S. domestic equity market index. To pursue this goal, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in the common stocks that are included in the S&P 500 Index* and securities (which may or may not be included in the S&P 500 Index) that the subadviser believes as a group will behave in a manner similar to the index. The subadviser may determine that the portfolio’s investments in certain instruments, such as index futures, total return swaps and ETFs have similar economic characteristics to securities that are in the S&P 500 Index.
Active Bond	Declaration Management & Research LLC & MFC Global Management (U.S.), LLC	To seek income and capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in a diversified mix of debt securities and instruments.
All Cap Core	Deutsche Investment Management Americas Inc.	To seek long-term growth of capital. Under normal market conditions, the portfolio invests in common stocks and other equity securities within all asset classes (small-, mid- and large-capitalization) of those within the Russell 3000 Index.*
All Cap Growth	Invesco Aim Capital Management, Inc.	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests its assets principally in common stocks of companies that the subadviser believes likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. Any income received from securities held by the portfolio will be incidental.
All Cap Value	Lord, Abbett & Co. LLC	To seek capital appreciation. Under normal market conditions, the portfolio invests in equity securities of U.S. and multinational companies in all capitalization ranges that the subadviser believes are undervalued. The portfolio will invest at least 50% of its net assets in equity securities of large, seasoned companies with market capitalizations at the time of purchase that fall within the market capitalization range of the Russell 1000 Index.* This range varies daily. The portfolio will invest the remainder of its assets in mid-sized and small company securities.
American Asset Allocation	Capital Research and Management Company (adviser to the American Funds Insurance Series)	To seek to provide high total return (including income and capital gains) consistent with preservation of capital over the long term. The portfolio invests all of its assets in the master fund, Class 1 shares of the Asset Allocation portfolio, a series of American Funds Insurance Series. The portfolio invests in a diversified portfolio of common stocks and other equity securities, bonds and other intermediate and long-term debt securities, and money market instruments. In addition, the portfolio may invest up to 25% of its debt assets in lower quality debt securities (rated Ba or below by Moody’s and BB or below by S&P or unrated but determined to be of equivalent quality). Such securities are sometimes referred to as junk bonds. The portfolio is designed for investors seeking above-average total return.

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Portfolio	Portfolio Manager	Investment Objective and Strategy
American Blue Chip Income and Growth	Capital Research and Management Company (adviser to the American Funds Insurance Series)	To seek to produce income exceeding the average yield on U.S. stocks generally (as represented by the average yield on the S&P 500 Index*) and to provide an opportunity for growth of principal consistent with sound common stock investing. The portfolio invests all of its assets in the master fund, Class 1 shares of the Blue Chip Income and Growth portfolio, a series of American Funds Insurance Series. The Blue Chip Income and Growth portfolio invests primarily in common stocks of larger, more established companies based in the U.S. with market capitalizations of $4 billion and above. The Blue Chip Income and Growth portfolio may also invest up to 10% of its assets in common stocks of larger, non-U.S. companies, so long as they are listed or traded in the U.S. The Blue Chip Income and Growth portfolio will invest, under normal market conditions, at least 90% of its assets in equity securities.
American Bond	Capital Research and Management Company (adviser to the American Funds Insurance Series)	To seek to maximize current income and preserve capital. The portfolio invests all of its assets in the master fund, Class 1 shares of the Bond portfolio, a series of American Funds Insurance Series. The Bond portfolio normally invests at least 80% of its net assets (plus borrowing for investment purposes) in bonds. The Bond portfolio will invest at least 65% of its assets in investment-grade debt securities (including cash and cash equivalents) and may invest up to 35% of its assets in bonds that are rated Ba or below by Moody’s and BB or below by S&P or that are unrated but determined to be of equivalent quality (so called junk bonds). The Bond portfolio may invest in bonds of issuers domiciled outside the U.S.
American Growth	Capital Research and Management Company (adviser to the American Funds Insurance Series)	To seek to make the shareholders’ investment grow. The portfolio invests all of its assets in the master fund, Class 1 shares of the Growth portfolio, a series of American Funds Insurance Series. The Growth portfolio invests primarily in common stocks of companies that appear to offer superior opportunities for growth of capital. The Growth portfolio may also invest up to 15% of its assets in equity securities of issuers domiciled outside the U.S. and Canada.
American Growth-Income	Capital Research and Management Company (adviser to the American Funds Insurance Series)	To seek to make the shareholders’ investments grow and to provide the shareholder with income over time. The portfolio invests all of its assets in the master fund, Class 1 shares of the Growth-Income portfolio, a series of American Funds Insurance Series. The Growth-Income portfolio invests primarily in common stocks or other securities which demonstrate the potential for appreciation and/or dividends. The Growth- Income portfolio may invest a portion of its assets in securities of issuers domiciled outside the U.S. and not included in the S&P 500 Index.*
American International	Capital Research and Management Company (adviser to the American Funds Insurance Series)	To seek to make the shareholders’ investment grow. The portfolio invests all of its assets in the master fund, Class 1 shares of the International portfolio, a series of American Funds Insurance Series. The International portfolio invests primarily in common stocks of companies located outside the U.S.
Blue Chip Growth	T. Rowe Price Associates, Inc.	To provide long-term growth of capital. Current income is a secondary objective. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in the common stocks of large and medium-sized blue chip growth companies. These are firms that, in the subadviser’s view, are well established in their industries and have the potential for above-average earnings growth.
Capital Appreciation	Jennison Associates LLC	To seek long-term growth of capital. Under normal market conditions, the portfolio invests at least 65% of its total assets in equity and equity- related securities of companies that, at the time of investment, exceed $1 billion in market capitalization and that the subadviser believes have above-average growth prospects. These companies are generally medium- to large-capitalization companies.
Capital Appreciation Value	T. Rowe Price Associates, Inc.	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests primarily in common stocks of established U.S. companies that have above-average potential for capital growth. Common stocks typically constitute at least 50% of the portfolio’s total assets. The remaining assets are generally invested in other securities, including convertible securities, corporate and government debt, foreign securities, futures and options.

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Portfolio	Portfolio Manager	Investment Objective and Strategy
Classic Value	Pzena Investment Management, LLC.	To seek long-term growth of capital. Under normal market conditions, the portfolio invests at least 80% of its assets in domestic equity securities. The portfolio may invest in securities of foreign issuers, but will generally limit such investments to American Depositary Receipts and foreign securities listed and traded on a U.S. exchange or the NASDAQ market.
Core Allocation Plus	Wellington Management Company, LLP	To seek total return, consisting of long-term capital appreciation and current income. Under normal market conditions, the portfolio invests in equity and fixed income securities of issuers located within and outside the U.S. The portfolio will allocate its assets between fixed income securities, which may include investment grade and below investment grade debt securities with maturities that range from short to longer term, and equity securities based upon the subadviser’s targeted asset mix, which may change over time.
Core Bond	Wells Capital Management, Incorporated	To seek total return consisting of income and capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in a broad range of investment grade debt securities, including U.S. Government obligations, corporate bonds, mortgage-backed and other asset-backed securities and money market instruments.
Core Equity	Legg Mason Capital Management, Inc.	To seek long-term capital growth. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities that, in the subadviser’s opinion, offer the potential for capital growth.
Disciplined Diversification	Dimensional Fund Advisers LP	To seek total return consisting of capital appreciation and current income. Under normal market conditions, the portfolio invests primarily in equity securities and fixed income securities of domestic and international issuers, including equities of issuers in emerging markets, in accordance with the following range of allocations:
		Target Allocation	Range of Allocations
		Equity Securities: 70%	65% – 75%
		Fixed Income Securities: 30%	25% – 35%
Emerging Small Company	RCM Capital Management LLC	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) at the time of investment in securities of small- capitalization companies. The subadviser defines securities of small- capitalization companies as common stocks and other equity securities of U.S. companies that have a market capitalization that does not exceed the highest market capitalization of any company contained in either the Russell 2000 Index* or the S&P SmallCap 600 Index.*
Equity-Income	T. Rowe Price Associates, Inc.	To provide substantial dividend income and also long-term capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities, with at least 65% in common stocks of well established companies paying above-average dividends.
Financial Services	Davis Selected Advisers, L.P.	To seek growth of capital. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in companies that, at the time of investment, are principally engaged in financial services. The portfolio invests primarily in common stocks of financial services companies.
Franklin Templeton Founding Allocation	MFC Global Investment Management (U.S.A.) Limited	To seek long-term growth of capital. The portfolio invests in other portfolios and in other investment companies as well as other types of investments. The portfolio currently invests primarily in three underlying portfolios: the Global Trust, Income Trust and Mutual Shares Trust, as described in the JHT prospectus. The portfolio may purchase any portfolios except other JHT funds of funds and the American feeder funds. When purchasing shares of other JHT funds, the Franklin Templeton Founding Allocation Trust only purchases NAV shares (which are not subject to Rule 12b-1 fees).
Fundamental Value	Davis Selected Advisers, L.P.	To seek growth of capital. Under normal market conditions, the portfolio invests primarily in common stocks of U.S. companies with market capitalizations of at least $10 billion. The portfolio may also invest in companies with smaller capitalizations.

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Portfolio	Portfolio Manager	Investment Objective and Strategy
Global	Templeton Global Advisors Limited	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests primarily in the equity securities of companies located throughout the world, including emerging markets.
Global Allocation	UBS Global Asset Management (Americas) Inc.	To seek total return, consisting of long-term capital appreciation and current income. Under normal market conditions, the portfolio invests in equity and fixed income securities of issuers located within and outside the U.S. The portfolio will allocate its assets between fixed income securities and equity securities.
Global Bond	Pacific Investment Management Company LLC	To seek maximum total return, consistent with preservation of capital and prudent investment management. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed income instruments, which may be represented by futures contracts (including related options) with respect to such securities, and options on such securities. These fixed income instruments may be denominated in non-U.S. currencies or in U.S. dollars, which may be represented by forwards or derivatives, such as options, future contracts, or swap agreements.
Global Real Estate	Deutsche Investment Management Americas Inc.	To seek a combination of long-term capital appreciation and current income. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of U.S. REITs, foreign entities with tax-transparent structures similar to REITs and U.S. and foreign real estate operating companies. Equity securities include common stock, preferred stock and securities convertible into common stock. The portfolio will be invested in issuers located in at least three different countries, including the U.S.
Health Sciences	T. Rowe Price Associates, Inc.	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks of companies engaged, at the time of investment, in the research, development, production, or distribution of products or services related to health care, medicine, or the life sciences (collectively termed “health sciences”).
High Yield	Western Asset Management Company	To realize an above-average total return over a market cycle of three to five years, consistent with reasonable risk. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in high yield securities, including corporate bonds, preferred stocks, U.S. Government and foreign securities, mortgage-backed securities, loan assignments or participations and convertible securities which have the following ratings (or, if unrated, are considered by the subadviser to be of equivalent quality):
		Moody’s                           Ba through C
		Standard & Poor’s            BB through D
Income & Value	Capital Guardian Trust Company	To seek the balanced accomplishment of conservation of principal and long-term growth of capital and income. Under normal market conditions, the portfolio invests its assets in both equity and fixed income securities. The subadviser has full discretion to determine the allocation of assets between equity and fixed income securities. Generally, between 25% and 75% of the portfolio’s total assets will be invested in fixed income securities unless the subadviser determines that some other proportion would better serve the portfolio’s investment objective.
Index Allocation	MFC Global Investment Management (U.S.A.) Limited	To seek long term growth of capital. Current income is also a consideration. Under normal market conditions, the portfolio invests in a number of the other index portfolios of JHT. The portfolio invests approximately 70% of its total assets in underlying portfolios which invest primarily in equity securities and approximately 30% of its total assets in underlying portfolios which invest primarily in fixed income securities.
International Core	Grantham, Mayo, Van Otterloo & Co. LLC	To seek high total return. Under normal market conditions, the portfolio invests at least 80% of its total assets in equity investments. The portfolio typically invests in equity investments in companies from developed markets outside the U.S.

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Portfolio	Portfolio Manager	Investment Objective and Strategy
International Equity Index B	SSgA Funds Management, Inc.	To seek to track the performance of a broad-based equity index of foreign companies primarily in developed countries and, to a lesser extent, in emerging markets. Under normal market conditions, the portfolio invests at least 80% of its assets in securities listed in the Morgan Stanley Capital International All Country World Excluding U.S. Index.*
International Opportunities	Marsico Capital Management, LLC	To seek long-term growth of capital. Under normal market conditions, the portfolio invests at least 65% of its total assets in common stocks of foreign companies that are selected for their long-term growth potential. The portfolio may invest in companies of any size throughout the world. The portfolio invests in issuers from at least three different countries not including the U.S. The portfolio may invest in common stocks of companies economically tied to emerging markets. Some issuers of securities in the portfolio may be based in or economically tied to the U.S.
International Small Cap	Franklin Templeton Investment Corp.	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in investments of small companies outside the U.S., including emerging markets, which have total stock market capitalization or annual revenues of $4 billion or less.
International Value	Templeton Investment Counsel, LLC	To seek long-term growth of capital. Under normal market conditions, the portfolio invests at least 65% of its total assets in equity securities of companies located outside the U.S., including in emerging markets.
Investment Quality Bond	Wellington Management Company, LLP	To provide a high level of current income consistent with the maintenance of principal and liquidity. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds rated investment grade at the time of investment. The portfolio will tend to focus on corporate bonds and U.S. Government bonds with intermediate to longer term maturities.
Large Cap	UBS Global Asset Management (Americas) Inc.	To seek to maximize total return, consisting of capital appreciation and current income. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of U.S. large-capitalization companies. The portfolio defines large-capitalization companies as those with a market capitalization range, at the time of investment, equal to that of the portfolio’s benchmark, the Russell 1000 Index.*
Large Cap Value	BlackRock Investment Management, LLC	To seek long-term growth of capital. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in equity securities of large-capitalization companies selected from those that are, at the time of purchase, included in the Russell 1000 Value Index.* The portfolio will seek to achieve its investment objective by investing primarily in a diversified portfolio of equity securities of large-capitalization companies located in the U.S. The portfolio will seek to outperform the Russell 1000 Value Index by investing in equity securities that the subadviser believes are selling at or below normal valuations.
Lifestyle Aggressive	MFC Global Investment Management (U.S.A.) Limited	To seek long-term growth of capital. Current income is not a consideration. The portfolio operates as a fund of funds and invests 100% of its assets in underlying portfolios which invest primarily in equity securities.
Lifestyle Balanced	MFC Global Investment Management (U.S.A.) Limited	To seek a balance between a high level of current income and growth of capital, with a greater emphasis on growth of capital. The portfolio operates as a fund of funds and invests approximately 40% of its assets in underlying portfolios which invest primarily in fixed income securities and approximately 60% in underlying portfolios which invest primarily in equity securities.
Lifestyle Conservative	MFC Global Investment Management (U.S.A.) Limited	To seek a high level of current income with some consideration given to growth of capital. The portfolio operates as a fund of funds and invests approximately 80% of its assets in underlying portfolios which invest primarily in fixed income securities and approximately 20% in underlying portfolios which invest primarily in equity securities.

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Portfolio	Portfolio Manager	Investment Objective and Strategy
Lifestyle Growth	MFC Global Investment Management (U.S.A.) Limited	To seek long-term growth of capital. Current income is also a consideration. The portfolio operates as a fund of funds and invests approximately 20% of its assets in underlying portfolios which invest primarily in fixed income securities and approximately 80% in underlying portfolios which invest primarily in equity securities.
Lifestyle Moderate	MFC Global Investment Management (U.S.A.) Limited	To seek a balance between a high level of current income and growth of capital, with a greater emphasis on income. The portfolio operates as a fund of funds and invests approximately 60% of its assets in underlying portfolios which invest primarily in fixed income securities and approximately 40% in underlying portfolios which invest primarily in equity securities.
Mid Cap Index	MFC Global Investment Management (U.S.A.) Limited	To seek to approximate the aggregate total return of a mid-capitalization U.S. domestic equity market index. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in the common stocks that are included in the S&P MidCap 400 Index* and securities (which may or may not be included in the S&P MidCap 400 Index) that the subadviser believes as a group will behave in a manner similar to the index.
Mid Cap Intersection	Wellington Management Company, LLP	To seek long-term growth of capital. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of medium-sized companies with significant capital appreciation potential. For the purposes of the portfolio, medium-sized companies are those with market capitalizations, at the time of investment, within the market capitalization range of companies represented in either the Russell MidCap Index* or the S&P MidCap 400 Index.*
Mid Cap Stock	Wellington Management Company, LLP	To seek long-term growth of capital. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of medium-sized companies with significant capital appreciation potential. For the portfolio, “medium-sized companies” are those with market capitalizations within the collective market capitalization range of companies represented in either the Russell MidCap Index* or the S&P MidCap 400 Index.*
Mid Cap Value	Lord, Abbett & Co. LLC	To seek capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in mid-sized companies, with market capitalizations within the market capitalization range of companies in the Russell MidCap Index.* This range varies daily. The portfolio invests 65% of its total assets in equity securities which it believes to be undervalued in the marketplace.
Mid Value	T. Rowe Price Associates, Inc.	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets in companies with market capitalizations that are within the Russell MidCap Index* or the Russell MidCap Value Index.* The portfolio invests in a diversified mix of common stocks of mid-size U.S. companies that are believed to be undervalued by various measures and offer good prospects for capital appreciation.
Money Market B	MFC Global Investment Management (U.S.A.) Limited	To obtain maximum current income consistent with preservation of principal and liquidity. Under normal market conditions, the portfolio invests in high quality, U.S. dollar denominated money market instruments.
Natural Resources	Wellington Management Company, LLP	To seek long-term total return. Under normal market conditions, the portfolio will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity and equity-related securities of natural resource-related companies worldwide, including emerging markets. Natural resource-related companies include companies that own or develop energy, metals, forest products and other natural resources, or supply goods and services to such companies.
Optimized All Cap	MFC Global Investment Management (U.S.A.) Limited	To seek long-term growth of capital. Under normal market conditions the portfolio invests at least 65% of its total assets in equity securities of U.S. companies. The portfolio will generally focus on equity securities of U.S. companies across the three market capitalization ranges of large, mid and small.

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Portfolio	Portfolio Manager	Investment Objective and Strategy
Optimized Value	MFC Global Investment Management (U.S.A.) Limited	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests at least 65% of its total assets in equity securities of U.S. companies with the potential for long-term growth of capital. The portfolio invests in U.S. companies with a market capitalization range, at the time of investment, equal to that of the portfolio’s benchmark, the Russell 1000 Value Index.*
Overseas Equity	Capital Guardian Trust Company	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of a diversified mix of large established and medium sized foreign companies located primarily in developed countries (outside of the U.S.) and, to a lesser extent, in emerging markets.
Pacific Rim	MFC Global Investment Management (U.S.A.) Limited	To achieve long-term growth of capital. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks and equity- related securities of established, larger-capitalization non-U.S. companies located in the Pacific Rim region, including emerging markets that have attractive long-term prospects for growth of capital. Current income from dividends and interest will not be an important consideration in the selection of portfolio securities.
PIMCO VIT All Asset Portfolio (a series of the PIMCO Variable Insurance Trust) (only Class M is available for sale)	Pacific Investment Management Company LLC	To seek maximum real return consistent with preservation of real capital and prudent investment management. The portfolio invests primarily in a diversified mix of common stocks of large and mid-sized U.S. companies and bonds with an overall intermediate term average maturity.
Real Estate Securities	Deutsche Investment Management Americas Inc.	To seek to achieve a combination of long-term capital appreciation and current income. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of REITs and real estate companies. Equity securities include common stock, preferred stock and securities convertible into common stock.
Real Return Bond	Pacific Investment Management Company LLC	To seek maximum real return, consistent with preservation of real capital and prudent investment management. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities and corporations, which may be represented by forwards or derivatives such as options, futures contracts, or swap agreements.
Science & Technology	T. Rowe Price Associates, Inc. & RCM Capital Management LLC	To seek long-term growth of capital. Current income is incidental to the portfolio’s objective. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in the common stocks of companies expected to benefit from the development, advancement, and/or use of science and technology. For purposes of satisfying this requirement, common stock may include equity linked notes and derivatives relating to common stocks, such as options on equity linked notes.
Short-Term Bond	Declaration Management & Research, LLC	To seek income and capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) at the time of investment in a diversified mix of debt securities and instruments. The securities and instruments will have an average credit quality rating of A or AA and a weighted average effective maturity between one and three years, and no more than 15% of the portfolio’s net assets will be invested in high yield bonds.
Small Cap Growth	Wellington Management Company, LLP	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in small-capitalization companies. For the purposes of the portfolio, “small-capitalization companies” are those with market capitalizations, at the time of investment, not exceeding the maximum market capitalization of any company represented in either the Russell 2000 Index* or the S&P SmallCap 600 Index.*

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Portfolio	Portfolio Manager	Investment Objective and Strategy
Small Cap Index	MFC Global Investment Management (U.S.A) Limited	To seek to approximate the aggregate total return of a small- capitalization U.S. domestic equity market index. Under normal market conditions, the portfolio invests, at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in the common stocks that are included in the Russell 2000 Index* and securities (which may or may not be included in the Russell 2000 Index) that the subadviser believes as a group will behave in a manner similar to the index.
Small Cap Opportunities	Invesco AIM Capital Management, Inc. & Munder Capital Management, Inc.	Under normal market conditions, AIM invests at least 80% of the AIM subadvised assets (plus any borrowings for investment purposes) in equity securities, including convertible securities, of small-capitalization companies. “Small-capitalization companies” are those companies with market capitalizations, at the time of investment, no larger than the largest capitalized company included in the Russell 2000 Index* during the most recent 11 month period (based on month-end data) plus the most recent data during the current month. Under normal market conditions, Munder invests at least 80% of the portion of the Munder subadvised assets (plus any borrowings for investment purposes) in equity securities of small-capitalization companies. Small-capitalization companies are those companies with market capitalizations, at the time of investment, within the range of the companies in the Russell 2000 Index.*
Small Cap Value	Wellington Management Company, LLP	To seek long-term capital appreciation. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in small-capitalization companies that are believed to be undervalued by various measures and offer good prospects for capital appreciation. For the purposes of the portfolio, “small-capitalization companies” are those with market capitalizations, at the time of investment, not exceeding the maximum market capitalization of any company represented in either the Russell 2000 Index* or the S&P SmallCap 600 Index.*
Small Company Value	T. Rowe Price Associates, Inc.	To seek long-term growth of capital. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in companies with market capitalizations, at the time of investment, that do not exceed the maximum market capitalization of any security in the Russell 2000 Index.* The portfolio invests in small companies whose common stocks are believed to be undervalued.
Strategic Bond	Western Asset Management Company	To seek a high level of total return consistent with preservation of capital. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed income securities.
Strategic Income	MFC Global Investment Management (U.S.), LLC	To seek a high level of current income. Under normal market conditions, the portfolio invests at least 80% of its assets in foreign government and corporate debt securities from developed and emerging markets, U.S. Government and agency securities and domestic high yield bonds.
Total Bond Market B	Declaration Management & Research LLC	To seek to track the performance of the Lehman Brothers Aggregate Bond Index** (which represents the U.S. investment grade bond market). Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities listed in the Lehman Brothers Aggregate Bond Index.
Total Return	Pacific Investment Management Company LLC	To seek maximum total return, consistent with preservation of capital and prudent investment management. Under normal market conditions, the portfolio invests at least 65% of its total assets in a diversified portfolio of fixed income instruments of varying maturities, which may be represented by forwards or derivatives, such as options, futures contracts, or swap agreements.
Total Stock Market Index	MFC Global Investment Management (U.S.A.) Limited	To seek to approximate the aggregate total return of a broad U.S. domestic equity market index. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) at the time of investment in the common stocks that are included in the Dow Jones Wilshire 5000 Index,* and securities (which may or may not be included in the Dow Jones Wilshire 5000 Index) that the subadviser believes as a group will behave in a manner similar to the index.

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Portfolio	Portfolio Manager	Investment Objective and Strategy
U.S. Government Securities	Western Asset Management Company	To obtain a high level of current income consistent with preservation of capital and maintenance of liquidity. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in debt obligations and mortgage-backed securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and derivative securities such as collateralized mortgage obligations backed by such securities and futures contracts. The portfolio may invest the balance of its assets in non-U.S. Government securities including, but not limited to, fixed rate and adjustable rate mortgage-backed securities, asset-backed securities, corporate debt securities and money market instruments.
U.S. High Yield Bond	Wells Capital Management, Incorporated	To seek total return with a high level of current income. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in U.S. corporate debt securities that are, at the time of investment, below investment grade, including preferred and other convertible securities in below investment grade debt securities (sometimes referred to as junk bonds or high yield securities). The portfolio also invests in corporate debt securities and may buy preferred and other convertible securities and bank loans.
U.S. Large Cap	Capital Guardian Trust Company	To seek long-term growth of capital and income. Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity and equity-related securities of U.S. companies with market capitalizations, at the time of investment, greater than $500 million.
Utilities	Massachusetts Financial Services Company	To seek capital growth and current income (income above that available from the portfolio invested entirely in equity securities). Under normal market conditions, the portfolio invests at least 80% of its net assets (plus any borrowing for investment purposes) in securities of companies in the utilities industry. Securities in the utilities industry may include equity and debt securities of domestic and foreign companies (including emerging markets).
Value	Van Kampen	To realize an above-average total return over a market cycle of three to five years, consistent with reasonable risk. Under normal market conditions, the portfolio invests in equity securities of companies with capitalizations, at the time of investment, similar to the market capitalization of companies in the Russell MidCap Value Index.*

*”Dow Jones Wilshire 5000 Index^®” is a trademark of Wilshire Associates. “MSCI All Country World ex US Index” is a trademark of Morgan Stanley & Co. Incorporated.”Russell 1000,^®” “Russell 2000,^®” “Russell 2500,^®” “Russell 3000,^®” “Russell MidCap,^®” and “Russell MidCap Value^® ” are trademarks of Frank Russell Company.”S&P 500,^®” “S&P MidCap 400,^®” and “S&P SmallCap 600^®” are trademarks of The McGraw-Hill Companies, Inc. None of the portfolios are sponsored, endorsed, managed, advised, sold or promoted by any of these companies, and none of these companies make any representation regarding the advisability of investing in the portfolios.

The indexes referred to in the portfolio descriptions track companies having the ranges of approximate market capitalization, as of February 29, 2008, set out below:

Dow Jones Wilshire 5000 Index — $25 million to $468.29 billion

MSCI All Country World Ex US Index — $56 million to $309 billion

Russell 1000 Index — $302 million to $468.29 billion

Russell 2000 Index — $25 million to $7.68 billion

Russell 2500 Index — $25 million to $16.12 billion

Russell 3000 Index — $25 million to $468.29 billion

Russell MidCap Index — $302 million to $49.3 billion

Russell MidCap Value Index — $463 million to $49.3 billion

S&P 500 Index — $744 million to $468.29 billion

S&P MidCap 400 Index — $302 million to $11.13 billion

S&P SmallCap 600 Index — $65 million to $5.26 billion

**The Lehman Brothers Aggregate Bond Index is a bond index. A bond index relies on indicators such as quality, liquidity, term and duration as relevant measures of performance.

You bear the investment risk of any portfolio you choose as an investment option for your policy. A full description of each portfolio, including the investment objectives, policies and restrictions of, and the risks relating to investments in, each portfolio is contained in the portfolio prospectuses. The portfolio prospectuses should be read carefully before allocating purchase payments to an investment option.

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If the shares of a portfolio are no longer available for investment or in our judgment investment in a portfolio becomes inappropriate, we may eliminate the shares of a portfolio and substitute shares of another portfolio of the Trust or another open-end registered investment company. Substitution may be made with respect to both existing investments and the investment of future purchase payments. However, we will make no such substitution without first notifying you and obtaining approval of the appropriate insurance regulatory authorities and the SEC (to the extent required by the 1940 Act).

We will purchase and redeem series fund shares for the Account at their net asset value without any sales or redemption charges. Shares of a series fund represent an interest in one of the funds of the series fund which corresponds to a subaccount of the Account. Any dividend or capital gains distributions received by the Account will be reinvested in shares of that same fund at their net asset value as of the dates paid.

On each business day, shares of each series fund are purchased or redeemed by us for each subaccount based on, among other things, the amount of premiums allocated to the subaccount, distributions reinvested, and transfers to, from and among subaccounts, all to be effected as of that date. Such purchases and redemptions are effected at each series fund’s net asset value per share determined for that same date. A “business day” is any date on which the New York Stock Exchange is open for trading. We compute policy values for each business day as of the close of that day (usually 4:00 p.m. Eastern time).

We will vote shares of the portfolios held in the Account at the shareholder meetings according to voting instructions received from persons having the voting interest under the policies. We will determine the number of portfolio shares for which voting instructions may be given not more than 90 days prior to the meeting. Proxy material will be distributed to each person having the voting interest under the contract together with appropriate forms for giving voting instructions. We will vote all portfolio shares that we hold (including our own shares and those we hold in the Account for policy owners) in proportion to the instructions so received. The effect of this proportional voting is that a small number of policy owners can determine the outcome of a vote.

We determine the number of a series fund’s shares held in a subaccount attributable to each owner by dividing the amount of a policy’s account value held in the subaccount by the net asset value of one share in the series fund. Fractional votes will be counted. We determine the number of shares as to which the owner may give instructions as of the record date for a series fund’s meeting. Owners of policies may give instructions regarding the election of the Board of Trustees or Board of Directors of a series fund, ratification of the selection of independent auditors, approval of series fund investment advisory agreements and other matters requiring a shareholder vote. We will furnish owners with information and forms to enable owners to give voting instructions. However, we may, in certain limited circumstances permitted by the SEC’s rules, disregard voting instructions. If we do disregard voting instructions, you will receive a summary of that action and the reasons for it in the next semi-annual report to owners.

The voting privileges described above reflect our understanding of applicable Federal securities law requirements. To the extent that applicable law, regulations or interpretations change to eliminate or restrict the need for such voting privileges, we reserve the right to proceed in accordance with any such revised requirements. We also reserve the right, subject to compliance with applicable law, including approval of owners if so required, (1) to transfer assets determined by John Hancock USA to be associated with the class of policies to which your policy belongs from the Account to another separate account or subaccount, (2) to deregister the Account under the 1940 Act, (3) to substitute for the fund shares held by a subaccount any other investment permitted by law, and (4) to take any action necessary to comply with or obtain any exemptions from the 1940 Act. Any such change will be made only if, in our judgment, the change would best serve the interests of owners of policies in your policy class or would be appropriate in carrying out the purposes of such policies. We would notify owners of any of the foregoing changes and to the extent legally required, obtain approval of affected owners and any regulatory body prior thereto. Such notice and approval, however, may not be legally required in all cases.

Description of John Hancock USA

We are a stock life insurance company incorporated in Maine on August 20, 1955 by a special act of the Maine legislature and redomesticated under the laws of Michigan. We are a licensed life insurance company in the District of Columbia and all states of the United States except New York. Our ultimate parent is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC is the holding company of John Hancock USA and its subsidiaries. However, neither John Hancock USA nor any of its affiliated companies guarantees the investment performance of the Account.

We have received the following ratings from independent rating agencies:

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A++ A.M. Best Superior

Companies have a very strong ability to meet their obligations; 1st category of 15

AA+ Fitch Ratings

Very strong capacity to meet policyholder and contract obligations; 2nd category of 9

AAA Standard & Poor’s

Extremely strong financial security characteristics; 1st category of 8

Aa1 Moody’s

Excellent in financial strength; 2nd category of 9

These ratings, which are current as of the date of this prospectus and are subject to change, are assigned as a measure of our ability to honor any guarantees provided by the policy and any applicable optional riders, but do not specifically relate to our products, the performance (return) of these products, the value of any investment in these products upon withdrawal or to individual securities held in any portfolio. These ratings do not apply to the safety and performance of the Separate Account.

Description of Separate Account N

The investment accounts shown on page 1 are in fact subaccounts of Separate Account N, a separate account operated by us under Michigan law. The Account meets the definition of “separate account” under the Federal securities laws and is registered as a unit investment trust under the 1940 Act. Such registration does not involve supervision by the SEC of the management of the Account or of us.

The Account’s assets are our property. Each policy provides that amounts we hold in the Account pursuant to the policies cannot be reached by any other persons who may have claims against us and can’t be used to pay any indebtedness of John Hancock USA other than those arising out of policies that use the Account. Income, gains and losses credited to, or charged against, the Account reflect the Account’s own investment experience and not the investment experience of John Hancock USA’s other assets.

New subaccounts may be added and made available to policy owners from time to time. Existing subaccounts may be modified or deleted at any time.

The fixed account

Our obligations under any fixed account are backed by our general account assets. Our general account consists of assets owned by us other than those in the Account and in other separate accounts that we may establish. Subject to applicable law, we have sole discretion over the investment of assets of the general account and policy owners do not share in the investment experience of, or have any preferential claim on, those assets. Instead, we guarantee that the policy value allocated to any fixed account will accrue interest daily at an effective annual rate that we determine without regard to the actual investment experience of the general account. We currently offer only one fixed account — the standard fixed account. The effective annual rate we declare for the fixed account will never be less than 3%. We reserve the right to offer one or more additional fixed accounts with characteristics that differ from those of the current fixed account, but we are under no obligation to do so.

Because of exemptive and exclusionary provisions, interests in our fixed account have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) and our general account has not been registered as an investment company under the 1940 Act. Accordingly, neither the general account nor any interests therein are subject to the provisions of these acts, and we have been advised that the staff of the SEC has not reviewed the disclosure in this prospectus relating to any fixed account. Disclosure regarding fixed accounts, however, is subject to certain generally-applicable provisions of the Federal securities laws relating to accuracy and completeness of statements made in prospectuses.

The death benefit

In your application for the policy, you will tell us how much life insurance coverage you want on the life of the insured person. This is called the “Total Face Amount.” Total Face Amount is composed of the Base Face Amount and any Supplemental Face Amount you elect. The Supplemental Face Amount you can have generally cannot exceed 900% of the Base Face Amount at the Issue Date. Thereafter, increases to the Supplemental Face Amount cannot exceed 400% of the Total Face Amount at the Issue Date. There are a number of factors you should consider in determining whether to elect coverage in

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the form of Base Face Amount or in the form of Supplemental Face Amount. These factors are discussed under “Base Face Amount vs. Supplemental Face Amount” below.

When the insured person dies, we will pay the death benefit minus any outstanding policy debt and unpaid fees and charges. There are two ways of calculating the death benefit. You must choose which one you want in the application. The two death benefit options are described below.

• Option 1 - The death benefit will equal the greater of (1) the Total Face Amount plus any amount payable under a supplementary benefit rider, or (2) the minimum death benefit (as described below).

• Option 2 - The death benefit will equal the greater of (1) the Total Face Amount plus any amount payable under a supplementary benefit rider, plus the policy value on the date of death, or (2) the minimum death benefit.

For the same premium payments, the death benefit under Option 2 will tend to be higher than the death benefit under Option 1. On the other hand, the monthly insurance charge will be higher under Option 2 to compensate us for the additional insurance risk. Because of that, the policy value will tend to be higher under Option 1 than under Option 2 for the same premium payments.

Limitations on payment of death benefit

If the insured person commits suicide within certain time periods (generally within 2 years from the Issue Date of the policy), the amount payable will be equal to the premiums paid, less the amount of any policy debt on the date of death, and less any withdrawals.

Also if an application misstated the age or gender of the insured person, we will adjust, if necessary, the Base Face Amount, any Supplemental Face Amount, and every other benefit to which would have been purchased at the correct age or gender by the most recent cost of insurance charge.

Base Face Amount vs. Supplemental Face Amount

As noted above, you should consider a number of factors in determining whether to elect coverage in the form of Base Face Amount or in the form of Supplemental Face Amount. Some of these factors include the following:

• As shown in the Fee Tables, there is a charge per $1000 of Base Face Amount. This means for the same amount of Total Face Amount, your Base Face Amount charges deducted from policy value will be higher if you elect greater proportions of Base Face Amount at issue versus Supplemental Face Amount.

• However, if you elect greater proportions of Supplemental Face Amount coverage at issue, the guaranteed limit upon the asset-based risk charge we provide will be higher. As shown in the Fee Tables, the “maximum” guaranteed charge of 0.14% of policy value is for a policy with 90% Supplemental Face Amount at issue. A policy with 50% Supplemental Face Amount at issue would have a guaranteed charge of 0.09%; whereas a policy with 100% Base Face Amount at issue would have a guaranteed charge of 0.03%. Please see the Fee Tables for a description of the guaranteed and current asset-based risk charges in all policy years. The asset-based risk charge percentages assessed on a current basis may be the same for both Base Face Amount and Supplemental Face Amount.

• Also, after the insured person reaches or would have reached age 121, any Supplemental Face Amount will terminate. If your priority is to maximize the death benefit when the insured person reaches or would have reached age 121, then you may wish to maximize the proportion of the Base Face Amount.

The charges applied to Base Face Amount will tend to result in lower cash value accumulation, or alternatively higher premium payments, for the same amount of death benefit compared to Supplemental Face Amount coverage. However, if the Company should increase the asset-based risk charges under your policy to the maximum limits, the higher guaranteed asset-based risk charge resulting from a higher amount of Supplemental Face Amount at issue could increase the policy’s risk of lapse, requiring additional premium payments. You should also consider that the amount of compensation paid to the selling broker-dealer will be higher if you elect greater proportions of Base Face Amount coverage at issue.

Ultimately, individual needs and objectives vary. You should discuss your individual needs with your registered representative.

The minimum death benefit

In order for a policy to qualify as life insurance under Federal tax law, there has to be a minimum amount of insurance in relation to policy value. There are two tests that can be applied under Federal tax law — the “guideline premium test” and the

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“cash value accumulation test.” You must elect which test you wish to have applied at issue. Once elected, the test cannot be changed without our approval.

Under the guideline premium test, we compute the minimum death benefit each business day by multiplying the policy value on that date by the death benefit factor applicable on that date. Factors for some ages are shown in the table below:

Attained Age	Applicable Factor
40 and under	250%
45	215%
50	185%
55	150%
60	130%
65	120%
70	115%
75	105%
90	105%
95 and above	100%

A table showing the factor for each age will appear in the policy.

Under the cash value accumulation test, we compute the minimum death benefit each business day by multiplying the policy value on that date by the death benefit factor applicable on that date. The factor decreases as attained age increases. A table showing the factor for each age will appear in the policy.

The cash value accumulation test may be preferable if you want to fund the policy so that the minimum death benefit will increase earlier than would be required under the guideline premium test, or if you want to fund the policy at the “7 pay” limit for the full 7 years (see “Tax considerations”).

To the extent that the calculation of the minimum death benefit under the selected life insurance qualification test causes the death benefit to exceed our limits, we reserve the right to return premiums or distribute a portion of the policy value so that the resulting amount of insurance is maintained within our limits. Alternatively, if we should decide to accept the additional amount of insurance, we may require additional evidence of insurability.

When the insured person reaches 121

At and after the policy anniversary nearest the insured person’s 121st birthday, the following will occur:

• We will stop any monthly deduction charges.

• We will stop accepting any premium payments.

• We will not allow any new loans and loan interest will continue to be charged if there is an outstanding loan.

• We will no longer process withdrawals.

• We will continue to credit interest to a fixed account.

• We will continue to accept loan repayments on existing loans.

• Any Supplemental Face Amount will terminate (see “Base Face Amount vs. Supplemental Face Amount”).

Requesting an increase in coverage

After the first policy year, you may make a written request for an unscheduled increase in Supplemental Face Amount, subject to the maximum limit stated in your policy. We must receive your written request within two months of your next policy anniversary. Generally, each such increase must be at least $50,000. However, you will have to provide us with evidence that the insured person qualifies for the same risk classification that applied to them at issue. An approved increase will take effect on the policy anniversary on or next following the date we approve the request.

Requesting a decrease in coverage

After the first policy year, we may approve a reduction in the Base Face Amount or the Supplemental Face Amount, but only if:

• the remaining Total Face Amount will be at least $100,000,

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• the remaining Base Face Amount will be at least $50,000, and

• the remaining Total Face Amount will at least equal the minimum required by the tax laws to maintain the policy’s life insurance status.

An approved decrease will take effect on the monthly deduction date on or next following the date we approve the request. We reserve the right to require that the Supplemental Face Amount be fully depleted before the Base Face Amount can be reduced.

Change of death benefit option

The death benefit option may be changed from Option 2 to Option 1 after the first policy year. We reserve the right to limit a request for a change if the change would cause the policy to fail to qualify as life insurance for tax purposes.

A change in the death benefit option from Option 2 to Option 1 will result in a change in the policy’s Total Face Amount, in order to avoid any change in the amount of the death benefit. The new Total Face Amount will be equal to the Total Face Amount prior to the change plus the policy value as of the date of the change. The change will take effect on the monthly deduction date on or next following the date the written request for the change is received at our Service Office.

If you change the death benefit option, the Federal tax law test (“guideline premium test” or “cash value accumulation test”) that you elected at issue will continue to apply. Please read “The minimum death benefit” for more information about these Federal tax laws tests.

Tax consequences of coverage changes

A change in the death benefit option or Total Face Amount will often change the policy’s limits under the Federal tax law test that you elected. To avoid having the policy cease to qualify as life insurance for tax purposes, we reserve the right to (i) refuse or limit a change in the death benefit option or Total Face Amount and (ii) change the Guideline Single Premium or Guideline Level Premium, as applicable. Please read “Tax considerations” to learn about possible tax consequences of changing your insurance coverage under the policy.

Your beneficiary

You name your beneficiary when you apply for the policy. The beneficiary is entitled to the proceeds we pay following the insured person’s death. You may change the beneficiary during the insured person’s lifetime. Such a change requires the consent of any named irrevocable beneficiary. A new beneficiary designation will not affect any payments we make before we receive it. If no beneficiary is living when the insured person dies, we will pay the insurance proceeds to the owner or the owner’s estate.

Ways in which we pay out policy proceeds

You may choose to receive proceeds from the policy as a single sum. This includes proceeds that become payable because of death or surrender. Alternatively, you can select to have proceeds of $1,000 or more applied to any of the other payment options we may offer at the time. You cannot choose an option if the monthly payments under the option would be less than $50. We will issue a supplementary agreement when the proceeds are applied to any alternative payment option. That agreement will spell out the terms of the option in full. If no alternative payment option is chosen, proceeds may be paid as a single sum.

Changing a payment option

You can change the payment option at any time before the proceeds are payable. If you haven’t made a choice, the payee of the proceeds has a prescribed period in which he or she can make that choice.

Tax impact of payment option chosen

There may be tax consequences to you or your beneficiary depending upon which payment option is chosen. You should consult with a qualified tax adviser before making that choice.

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Premiums

Planned premiums

The Policy Specifications page of your policy will show the “Planned Premium” for the policy. You choose this amount in the policy application. You will also choose how often to pay premiums — annually, semi-annually, quarterly or monthly. The premium reminder notice we send you is based on the amount and period you choose. However, payment of Planned Premiums is not necessarily required. You need only pay enough premium to keep the policy in force (see “Lapse and reinstatement”).

Minimum initial premium

The Minimum Initial Premium is set forth in the Policy Specifications page of your policy. After the payment of the initial premium, premiums may be paid at any time and in any amount until the insured person’s attained age 121, subject to the limitations on premium amount described below.

Maximum premium payments

Federal tax law limits the amount of premium payments you can make relative to the amount of your policy’s insurance coverage. We will not knowingly accept any amount by which a premium payment exceeds this limit. If you exceed certain other limits, the law may impose a penalty on amounts you take out of your policy. More discussion of these tax law requirements is provided under “Tax considerations.”

Large premium payments may expose us to unanticipated investment risk. In addition, in order to limit our investment risk exposure under certain market conditions, we may refuse to accept additional premium payments. This may be the case, for example, in an environment of decreasing interest rates, where we may not be able to acquire investments for our general account that will sufficiently match the liabilities we are incurring under our fixed account guarantees. Excessive allocations may also interfere with the effective management of our variable investment account portfolios, if we are unable to make an orderly investment of the additional premium into the portfolios. Also, we may refuse to accept an amount of additional premium if the amount of the additional premium would increase our insurance risk exposure, and the insured person doesn’t provide us with adequate evidence that he or she continues to meet our requirements for issuing insurance.

We will notify you in writing of our refusal to accept additional premium under these provisions within three days following the date that it is received by us, and will promptly thereafter take the necessary steps to return the premium to you. Notwithstanding the foregoing limits on the additional premium that we will accept, we will not refuse to accept any premium necessary to prevent the policy from terminating.

Processing premium payments

No premiums will be accepted prior to our receipt of a completed application at our Service Office. All premiums received prior to the Issue Date of the policy will be held in the general account and credited with interest from the date of receipt at the rate then being earned on amounts allocated to the Money Market B investment account. All premiums received on or after the Issue Date, but prior to the Allocation Date, will be held in the Money Market B investment account. The “Allocation Date” of the policy is the 10th day after the Issue Date. The Issue Date is shown on the Policy Specifications page of the policy. On the Allocation Date, the premiums paid plus interest credited, if any, will be allocated among the investment accounts or the fixed account in accordance with the policy owner’s instructions.

Any premium received on or after the Allocation Date will be allocated among investment accounts or the fixed account as of the business day on or next following the date the premium is received at the Service Office. Monthly deductions are normally due on the Policy Date and at the beginning of each policy month thereafter. However, if the monthly deductions are due prior to the Contract Completion Date, they will be deducted from policy value on the Contract Completion Date instead of the dates they were due (see “Procedures for issuance of a policy” for the definition of “Contract Completion Date”).

Payment of premiums will not guarantee that the policy will stay in force. Conversely, failure to pay premiums will not necessarily cause the policy to lapse.

Ways to pay premiums

If you pay premiums by check or money order, they must be drawn on a U.S. bank in U.S. dollars and made payable to “John Hancock.” We will not accept credit card checks. We will not accept starter or third party checks if they fail to satisfy

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our administrative requirements. Premiums after the first must be sent to the John Hancock USA Service Office at the appropriate address shown on the back cover of this prospectus. We will also accept premiums by wire or by exchange from another insurance company.

Lapse and reinstatement

Lapse

A policy will go into default if at the beginning of any policy month the policy’s net cash surrender value would be zero or below after deducting the monthly deductions then due. Therefore, a policy could lapse eventually if increases in policy value (prior to deduction of policy charges) are not sufficient to cover policy charges. A lapse could have adverse tax consequences as described under “Tax considerations.” We will notify you of the default and will allow a 61 day grace period in which you may make a premium payment sufficient to bring the policy out of default. The required payment will be equal to the amount necessary to bring the net cash surrender value to zero, if it was less than zero on the date of default, plus the monthly deductions due at the date of default and payable at the beginning of each of the two policy months thereafter. If the required payment is not received by the end of the grace period, the policy will terminate (i.e., “lapse”) with no value.

Death during grace period

If the insured person should die during the grace period, the policy value used in the calculation of the death benefit will be the policy value as of the date of default and the insurance benefit will be reduced by any outstanding monthly deductions due at the time of death.

Reinstatement

By making a written request, you can reinstate a policy that has gone into default and terminated at any time within the three-year period following the date of termination subject to the following conditions:

(a) You must provide to us evidence of the insured person’s insurability that is satisfactory to us; and

(b) You must pay a premium equal to the amount that was required to bring the policy out of default immediately prior to termination, plus the amount needed to keep the policy in force for at least the next 3 policy months.

If the reinstatement is approved, the date of reinstatement will be the later of the date we approve your request or the date the required payment is received at our Service Office. The policy value on the date of reinstatement, prior to the crediting of any Premium paid in connection with the reinstatement, will be equal to the policy value on the date the policy terminated. Any policy debt not paid upon termination of a policy will be reinstated if the policy is reinstated.

Generally, the suicide exclusion and incontestability provision will apply from the effective date of the reinstatement. A surrendered policy cannot be reinstated. You must pay a premium equal to the amount necessary to bring the net cash surrender value to zero plus the three times the monthly deductions due on the date of default.

The policy value

We allocate your premium as described under “Processing premium payments.” There are no deductions taken at the time you make a payment. However, a deferred premium charge will be calculated and included in the monthly deductions (see “Description of charges at the policy level”).

Over time, the amount you’ve invested in any investment account will increase or decrease the same as if you had invested the same amount directly in the corresponding underlying portfolio and had reinvested all portfolios’ dividends and distributions in additional portfolio shares, except that we will deduct certain additional charges which will reduce your policy value. We describe these charges under “Description of charges at the policy level.”

We calculate the unit values for each investment account once every business day as of the close of trading on the New York Stock Exchange, usually 4:00 p.m. Eastern time. Sales and redemptions within any investment account will be transacted using the unit value next calculated after we receive your request either in writing or other form that we specify. If we receive your request before the close of our business day, we’ll use the unit value calculated as of the end of that business

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day. If we receive your request at or after the close of our business day, we’ll use the unit value calculated as of the end of the next business day. If a scheduled transaction falls on a day that is not a business day, we’ll process it as of the end of the next business day.

The amount you’ve invested in the fixed account will earn interest at the rates we declare from time to time. For the fixed account, we guarantee that this rate will be at least 3%. If you want to know what the current declared rate is for the fixed account, just call or write to us. The asset-based risk charge only applies to that portion of the policy value held in the investment accounts. The charge determined does not apply to the fixed account. Otherwise, the policy level charges applicable to the fixed account are the same as those applicable to the investment accounts. We reserve the right to offer one or more additional fixed accounts with characteristics that differ from those of the current fixed account, but we are under no obligation to do so.

Asset Credit

Starting in the 11th policy year, we may credit your policy value monthly, on the date we calculate your monthly deductions, with an amount equal to the percentage credit listed below multiplied by the policy value in your investment accounts on this date. The asset credit does not apply to the loan account or the fixed account. The asset credit percentage is 0.01666% per month in policy year 11 and thereafter and ceasing at attainment age of 121. We add the credit to the same investment accounts from which we take your monthly deductions. This credit is not guaranteed and we reserve the right to discontinue it at any time.

Allocation of future premium payments

At any time, you may change the accounts (fixed or investment) in which future premium payments will be invested. You make the original allocation in the application for the policy. The percentages you select must be in whole numbers and must total 100%.

Transfers of existing policy value

You may also transfer your existing policy value from one account (fixed or investment) to another. To do so, you must tell us how much to transfer, either as a whole number percentage or as a specific dollar amount. A confirmation of each transfer will be sent to you. Without our approval, the maximum amount you may transfer to or from any account in any policy year is $1,000,000.

The policies are not designed for professional market timing organizations or other persons or entities that use programmed or frequent transfers among investment accounts. As a consequence, we have reserved the right to impose limits on the number and frequency of transfers into and out of investment accounts and to impose a fee of up to $25 for any transfer beyond an annual limit (which will not be less than 12). No transfer fee will be imposed on any transfer from an investment account into a fixed account if the transfer occurs during the following periods:

• within 18 months after the policy’s Issue Date, or

• within 60 days after the later of the effective date of a material change in the investment objectives of any investment account or the date you are notified of the change.

Subject to the restrictions set forth below, you may transfer existing policy value into or out of investment accounts. Transfers out of a fixed account are subject to additional limitations noted below.

Our current practice is to restrict transfers into or out of investment accounts to two per calendar month (except with respect to those policies described in the following paragraphs). For purposes of this restriction, and in applying the limitation on the number of free transfers, any transfers made during the period from the opening of a business day (usually 9:00 a.m. Eastern time) to the close of that business day (usually 4:00 p.m. Eastern time) are considered one transfer. You may, however, transfer to the Money Market B investment account even if the two transfer per month limit has been reached, but only if 100% of the account value in all investment accounts is transferred to the Money Market B investment account. If such a transfer to the Money Market B investment account is made, then for the 30 calendar day period after such transfer no transfers from the Money Market B investment account to any other accounts (fixed or investment) may be made. If your policy offers a dollar cost averaging or automatic asset allocation rebalancing program, any transfers pursuant to such program are not considered transfers subject to these restrictions on frequent trading. The restrictions described in this paragraph will be applied uniformly to all policy owners subject to the restrictions.

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Policies such as yours may be purchased by a corporation or other entity as a means to informally finance the liabilities created by an employee benefit plan, and to this end the entity may aggregately manage the policies purchased to match its liabilities under the plan. Policies sold under these circumstances are subject to special transfer restrictions. In lieu of the two transfers per month restriction, we will allow the policy owner under these circumstances to rebalance the investment options in its policies within the following limits: (i) during the 10 calendar day period after any policy values are transferred from one investment account into a second investment account, the values can only be transferred out of the second investment account if they are transferred into the Money Market B investment account; and (ii) any policy values that would otherwise not be transferable by application of the 10 day limit described above and that are transferred into the Money Market B investment account may not be transferred out of the Money Market B investment account into any other accounts (fixed or investment) for 30 calendar days. The restrictions described in this paragraph will be applied uniformly to all policy owners subject to the restrictions.

Subject to our approval, we may offer policies purchased by a corporation or other entity that has purchased policies to match its liabilities under an employee benefit plan, as described above, the ability to electronically rebalance the investment options in its policies. Under these circumstances, in lieu of imposing any specific limit upon the number and timing of transfers, we will monitor aggregate trades among the subaccounts for frequency, pattern and size for potentially harmful investment practices. If we detect trading activity that we believe may be harmful to the overall operation of any investment account or underlying portfolio, we may impose conditions on policies employing electronic rebalancing to submit trades, including setting limits upon the number and timing of transfers, and revoking privileges to make trades by any means other than written communication submitted via U.S. mail.

While we seek to identify and prevent disruptive frequent trading activity, it may not always be possible to do so. Therefore no assurance can be given that the restrictions we impose will be successful in preventing all disruptive frequent trading and avoiding harm to long-term investors. The restrictions described in these paragraphs will be applied uniformly to all policy holders subject to the restrictions.

Rule 22c-2 under the 1940 Act requires us to provide tax identification numbers and other policy owner transaction information to the Trust or to other investment companies in which the Separate Account invests, at their request. An investment company will use this information to identify any pattern or frequency of investment account transfers that may violate their frequent trading policy. An investment company may require us to impose trading restrictions in addition to those described above if violations of their frequent trading policy are discovered.

Transfers out of the fixed account option are limited to the greater of (i) the fixed account maximum transfer amount of $2,000, or (ii) the fixed account maximum transfer percentage of 25% multiplied by the amount of the fixed account on the immediately preceding policy anniversary. Any transfer which involves a transfer out of the fixed account may not involve a transfer to the Money Market B investment account.

We reserve the right to impose a minimum amount limit on transfers out of any fixed account. We also reserve the right to impose different restrictions on any additional fixed account that we may offer in the future.

Dollar cost averaging. We may offer policy owners a dollar cost averaging (“DCA”) program. Under the DCA program, you will designate an amount that will be transferred monthly from one investment account into any other investment account(s) or the fixed account. If insufficient funds exist to effect a DCA transfer, the transfer will not be effected and you will be so notified. No fee is charged for this program.

We reserve the right to cease to offer this program as of 90 days after written notice is sent to you.

Asset allocation balancer transfers. Under the asset allocation balancer program you will designate an allocation of policy value among investment accounts. We will move amounts among the investment accounts at specified intervals you select—annually, semi-annually, quarterly or monthly. A change to your premium allocation instructions will automatically result in a change in asset allocation balancer instructions so that the two are identical unless you either instruct us otherwise or have elected the dollar cost averaging program. No fee is charged for this program.

We reserve the right to cease to offer this program as of 90 days after written notice is sent to you.

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Surrender and withdrawals

Surrender

You may surrender your policy in full at any time. If you do, we will pay you the policy value less any policy debt. This is called your “net cash surrender value.” If you surrender your policy in connection with the purchase of a replacement policy, including a replacement intended to qualify as a tax free exchange under Section 1035 of the Internal Revenue Code, there may also be a replacement fee deducted from the net cash surrender value. You must return your policy when you request a surrender. We will process surrenders on the day we receive the surrender request (unless such day is not a business day, in which case we will process surrenders as of the business day next following the date of the receipt).

Withdrawals

After the first policy year, you may make a withdrawal of part of your net cash surrender value once in each policy month. Generally, each withdrawal must be at least $500. We will automatically reduce the policy value of your policy by the amount of the withdrawal. Unless otherwise specified by you, each account (fixed and investment) will be reduced in the same proportion as the policy value is then allocated among them. We will not permit a withdrawal if it would cause your net cash surrender value to fall below 3 months’ worth of monthly deductions (see “Deductions from policy value”). We also reserve the right to refuse any withdrawal that would cause the policy’s Total Face Amount to fall below $100,000 or the Base Face Amount to fall below $50,000.

Because it reduces the policy value, any withdrawal will reduce your death benefit under either Option 1 or Option 2 (see “The death benefit”). Under Option 1, such a withdrawal may also reduce the Total Face Amount. Generally, any such reduction in the Total Face Amount will be implemented by first reducing any Supplemental Face Amount then in effect. You should consider a number of factors in determining whether to continue coverage in the form of Base Face Amount or Supplemental Face Amount (see “Base Face Amount vs. Supplemental Face Amount”). If such a reduction in Total Face Amount would cause the policy to fail the Internal Revenue Code’s definition of life insurance, we will not permit the withdrawal.

Policy loans

You may borrow from your policy at any time by completing a form satisfactory to us. The maximum amount you can borrow is the greater of (i) 90% of net cash surrender value and (ii) the amount determined as set out below.

• We first determine the net cash surrender value of your policy.

• We then subtract an amount equal to the monthly deductions then being deducted from policy value times the number of full policy months until the next policy anniversary.

• We then multiply the resulting amount by the difference between the effective annual rate then being charged on loans and the effective annual rate then being credited on the loan account.

• We then subtract the third item above from the second item above.

The minimum amount of each loan is $500. The interest charged on any loan is an effective annual rate of 3.75% in the first 10 policy years and 3.00% thereafter. However, we reserve the right to increase the percentage after the tenth policy year to as much as 3.25%. Accrued interest will be added to the loan daily and will bear interest at the same rate as the original loan amount. Unless otherwise specified by you, the amount of the loan is deducted from the accounts (fixed and investment) in the same proportion as the policy value is then allocated among them. The amount of the loan is then placed in a special loan account. This special loan account will earn interest at an effective annual rate of 3.00%. The tax consequences of a loan interest credited differential of 0% are unclear. You should consult a tax adviser before effecting a loan to evaluate possible tax consequences. If we determine that a loan will be treated as a taxable distribution because of the differential between the loan interest rate and the rate being credited on the special loan account, we reserve the right to increase the rate charged on the loan to a rate that would, in our reasonable judgment, result in the transaction being treated as a loan under Federal tax law. The right to increase the rate charged on the loan is restricted in some states. Please see your John Hancock USA representative for details. We process policy loans as of the business day on or next following the day we receive the loan request.

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Repayment of policy loans

You can repay all or part of a loan at any time. Each repayment will be allocated among the accounts as set out below.

• The same proportionate part of the loan as was borrowed from any fixed account will be repaid to that fixed account.

• The remainder of the repayment will be allocated among the accounts in the same way a new premium payment would be allocated (unless otherwise specified by you).

If you want a payment to be used as a loan repayment, you must include instructions to that effect. Otherwise, all payments will be assumed to be premium payments. We process loan repayments as of the day we receive the repayment.

Effects of policy loans

The policy value, the net cash surrender value, and any death benefit are permanently affected by any loan, whether or not it is repaid in whole or in part. This is because the amount of the loan is deducted from the accounts and placed in a special loan account. The accounts and the special loan account will generally have different rates of investment return.

The amount of the outstanding loan (which includes accrued and unpaid interest) is subtracted from the amount otherwise payable when the policy proceeds become payable.

Taking out a loan on the policy increases the risk that the policy may lapse because of the difference between the interest rate charged on the loan and the interest rate credited to the special loan account. Also, whenever the outstanding loan equals or exceeds your policy value after the insured person reaches age 121, the policy will terminate 31 days after we have mailed notice of termination to you (and to any assignee of record at such assignee’s last known address) specifying the amount that must be paid to avoid termination, unless a repayment of at least the amount specified is made within that period. Policy loans may also result in adverse tax consequences under certain circumstances (see “Tax considerations”).

Description of charges at the policy level

Deductions from policy value

• Deferred premium charge - At the end of each policy year, we calculate a deferred premium charge on the basis of the total of the premiums paid during that policy year, multiplied by a rate not to exceed 0.13% (15% on a cumulative basis). The premium charge is then assessed monthly over 10 policy years in 120 equal monthly amounts.

• Administrative charge - A monthly charge to help cover our administrative costs. This is a flat dollar charge of $15.

• Base Face Amount charge - A monthly charge to primarily help cover sales costs. To determine the charge we multiply the amount of Base Face Amount at issue by a rate which varies by duration (policy year) and by the insured person’s sex, risk classification, and issue age. We reserve the right to increase the rate and the charge period (see Fee Table).

• Cost of insurance charge - A monthly charge for the cost of insurance. To determine the charge, we multiply the net amount of insurance for which we are then at risk by a cost of insurance rate. The rate is derived from an actuarial table. The table in your policy will show the maximum cost of insurance rates. The cost of insurance rates that we currently apply are generally less than the maximum rates. The current rates will never be more than the maximum rates shown in the policy. The cost of insurance we use will depend on age of the insured person at issue, the insurance risk characteristics and (usually) gender of the insured person, and the length of time the policy has been in effect. Regardless of the table used, cost of insurance rates generally increase each year that you own your policy, as the insured person’s age increases. (The insured person’s “age” on any date is his or her age on the birthday nearest that date.) For death benefit Option 1, the net amount at risk is equal to the greater of zero, or the result of (a) minus (b) where:

(a) is the Total Face Amount, plus the death benefit payable under any Supplementary Benefit riders where charges are deducted from the Policy Value and are based on the Net Amount at Risk, as of the first day of the Policy Month, divided by 1.0024663; and

(b) is the policy value as of the first day of the Policy Month after the deduction of all other monthly deductions. Since the net amount at risk for death benefit Option 1 is based on a formula that includes as factors the death benefit and the policy value, the net amount at risk is affected by the investment performance of the investment accounts chosen, payment of premiums and charges assessed.

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If the minimum death benefit is greater than the Total Face Amount, the cost of insurance charge will reflect the amount of that additional benefit.

For death benefit Option 2, the net amount at risk is equal to the Total Face Amount of insurance divided by 1.0024663.

• Replacement fee - A replacement fee is imposed for the first 10 policy years if you surrender your policy in connection with the purchase of a replacement policy, including a replacement intended to qualify as a tax free exchange under Section 1035 of the Internal Revenue Code. The fee is a percentage of the premiums we receive in the first policy year that do not exceed the Replacement Fee Calculation Limit stated in your Policy. The percentage applied is dependent upon the policy year during which replacement occurs and grades down proportionately at the beginning of each policy month until it reaches zero. The Replacement Fee Calculation Limit varies by issue age, sex and the amount of Base Face Amount and Supplemental Face Amount elected at issue.

• Asset-based risk charge - A monthly charge to help cover sales, administrative and other costs. The charge is a percentage of that portion of your policy value allocated to investment accounts. This charge does not apply to the current fixed account.

• Supplementary benefits charges - A charge for any supplementary insurance benefits added to the policy by means of a rider.

• Loan interest rate - The maximum loan interest charged on any loan is shown in the Fee Tables and described under “Policy loans” in this prospectus.

• Transfer fee - We currently do not impose a fee upon transfers of policy value among the investment options, but reserve the right to do so in the policy (see “Transfers of existing policy value”).

Additional information about how certain policy charges work

Sales expenses and related charges

The deferred premium and Base Face Amount charges help to compensate us for the cost of selling our policies (see “Description of charges at the policy level”). The amount of the charges in any policy year does not specifically correspond to sales expenses for that year. We expect to recover our total sales expenses over the life of the policies. To the extent that the deferred premium and Base Face Amount charges do not cover total sales expenses, the sales expenses may be recovered from other sources, including gains from the asset-based risk charge and other gains with respect to the policies, or from our general assets. Similarly, administrative expenses not fully recovered by the administrative charge may also be recovered from such other sources.

Method of deduction

We deduct the monthly deductions described in the Fee Tables section from your policy’s accounts (fixed and investment) in proportion to the amount of policy value you have in each, unless otherwise specified by you.

Reduced charges for eligible classes

The charges otherwise applicable may be reduced with respect to policies issued to a class of associated individuals or to a trustee, employer or similar entity where we anticipate that the sales to the members of the class will result in lower than normal sales or administrative expenses, lower taxes or lower risks to us. We will make these reductions in accordance with our rules in effect at the time of the application for a policy. The factors we consider in determining the eligibility of a particular group for reduced charges, and the level of the reduction, are as follows: the nature of the association and its organizational framework; the method by which sales will be made to the members of the class; the facility with which premiums will be collected from the associated individuals and the association’s capabilities with respect to administrative tasks; the anticipated lapse and surrender rates of the policies; the size of the class of associated individuals and the number of years it has been in existence; the aggregate amount of premiums paid; and any other such circumstances which result in a reduction in sales or administrative expenses, lower taxes or lower risks. Any reduction in charges will be reasonable and will apply uniformly to all prospective policy purchasers in the class and will not unfairly discriminate against any owner.

Other charges we could impose in the future

Except for a portion of the deferred premium charge, we currently make no charge for our Federal income taxes. However, if we incur, or expect to incur, income taxes attributable to any subaccount of the Account or this class of policies in

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future years, we reserve the right to make a charge for such taxes. Any such charge would reduce what you earn on any affected investment accounts. However, we expect that no such charge will be necessary.

A portion of the deferred premium charge is used to cover state and Federal premium taxes. Premium taxes vary by jurisdiction and are subject to change. Currently, state premium tax levels range from 0% to 3.5% of each premium payment.

Under current laws, we may incur state and local taxes (in addition to premium taxes) in several states. At present, these taxes are not significant. If there is a material change in applicable state or local tax laws, we may make charges for such taxes.

Description of charges at the portfolio level

The portfolios must pay investment management fees and other operating expenses. These fees and expenses (shown in the tables of portfolio annual expenses under “Fee Tables”) are different for each portfolio and reduce the investment return of each portfolio. Therefore, they also indirectly reduce the return you will earn on any investment accounts you select. Expenses of the portfolios are not fixed or specified under the terms of the policy, and those expenses may vary from year to year.

Other policy benefits, rights and limitations

Optional supplementary benefit riders you can add

When you apply for a policy, you can request any of the optional supplementary benefit riders that we then make available. Availability of any rider, the benefits it provides and the charges for it may vary by state. Our rules and procedures will govern eligibility for any rider and, in some cases, the configuration of the actual rider benefits. Each rider contains specific details that you should review before you decide to choose the rider. Charges for most riders will be deducted from the policy value. We may change these charges (or the rates that determine them), but not above any applicable maximum amount stated in the Policy Specifications page of your policy. We may add to, delete from or modify the list of optional supplementary benefit riders.

• Change of Life Insured Rider - This rider is only available to certain owners purchasing the policy in connection with the financing of employee benefit plan obligations. If you elect this rider, you may change the life insured on or after the second policy anniversary. You must have an insurable interest in the new life insured, and the new life insured must consent in writing to the change. We will require evidence which satisfies us of the new life insured’s insurability, and the premiums and charges after the change date will reflect the new life insured’s age, sex, risk classification and any additional rating which applies. Supplementary benefit riders on the old life insured will be canceled as of the change date. Supplementary benefits riders may be added on the new life insured as of the change date, subject to our normal requirements and restrictions for such benefits. The incontestability and suicide provisions of the policy will apply to the entire Face Amount beginning anew as of the change date.

• Overloan Protection Rider - This rider will prevent your policy from lapsing on any date if policy debt exceeds the death benefit. The benefit is subject to a number of eligibility requirements relating to, among other things, the number of years the policy has been in force, the attained age of the life insured, the death benefit option elected and the tax status of the policy.

When the Overloan Protection benefit in this rider is invoked, all values in the investment accounts are immediately transferred to the fixed account and will continue to grow at the current fixed account interest rate. Transfer fees do not apply to these transfers. Thereafter, policy changes and transactions are limited as set forth in the rider; for example, death benefit increases or decreases, additional premium payments, policy loans, withdrawals, surrender and transfers are no longer allowed. Any outstanding policy debt will remain. Interest will continue to be charged at the policy’s specified loan interest rate, and the policy’s loan account will continue to be credited with the policy’s loan interest credited rate. Any supplementary benefit rider requiring a monthly deduction will automatically be terminated.

When the Overloan Protection Rider causes the policy to be converted into a fixed policy, there is risk that the Internal Revenue Service could assert that the policy has been effectively terminated and that the outstanding loan balance should be treated as a distribution. Depending on the circumstances, all or part of such deemed distribution may be taxable as income. You should consult a tax adviser as to the risks associated with the Overloan Protection Rider.

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• Return of Premium Death Benefit Rider - You may elect to have your policy issued with an optional Return of Premium Death Benefit Rider. This rider provides an additional death benefit payable upon the death of the insured person. The Return of Premium Death Benefit has an initial value equal to your initial premium times the “Percentage of Premium” you select (which may range between 0% and 100%). We show the Percentage of Premium you select in the Policy Specifications page. If you elected increases to your Supplemental Face Amount, you may not elect this rider.

You may increase the initial Return of Premium Death Benefit in two ways:

• You may make additional premium payments. We will apply the Percentage of Premium stated in the Policy Specifications page to the premium payment and increase your Return of Premium Death Benefit by that amount at the time you make the payment.

• You may elect a Return of Premium Death Benefit Increase Rate. You may elect an annual effective rate from 0 -5% to increase your Return of Premium Death Benefit. We show the rate you elect in the Policy Specifications page. The Return of Premium Death Benefit will accumulate monthly at the Return of Premium Death Benefit Increase Rate you select.

This benefit is only available to you if you elect death benefit Option 1.

• Accelerated Benefit Rider - This rider provides for acceleration of payment of a portion of the death benefit should the insured person become terminally ill and have a life expectancy of one year or less. You must meet the following conditions before we pay the benefit.

• You must provide written evidence satisfactory to us that the life insured is terminally ill and has a life expectancy of one year or less.

• We must have a signed consent of any irrevocable beneficiary and any assignee.

• You must claim the benefit voluntarily. We will not pay the benefit if you are claiming it to satisfy creditors or for government benefits.

If you satisfy the above conditions, we will pay you 50% of the eligible death benefit, up to a maximum of $1,000,000 on the life insured. We will not make a payment if it would be less than $10,000. Payment of the benefit will reduce your death benefit and any cash value or loan value under your policy. You should consult your tax advisor and social service agencies before you decide to receive the benefit under this rider. This rider is only available with policies that are individually owned.

Variations in policy terms

Insurance laws and regulations apply to us in every state in which our policies are sold. As a result, terms and conditions of your insurance coverage may vary depending on where you purchase a policy. We disclose all material variations in this prospectus.

We may vary the charges and other terms of our policies where special circumstances result in sales or administrative expenses, mortality risks or other risks that are different from those normally associated with the policies. These include the type of variations discussed under “Reduced charges for eligible classes.” Also, the guaranteed limit on the asset-based risk charge varies based on the amount of Base Face Amount and Supplemental Face Amount elected at issue as shown in the “Fee Tables.” No variation in any charge will exceed any maximum stated in this prospectus with respect to that charge. Where approved, we may offer policies covering members of an employee or other group on a “Guaranteed Issue” or a “Simplified Issue” basis. In these cases, the Base Face Amount charges and cost of insurance charges may differ from the rates applied if traditional underwriting procedures are followed.

Any variation discussed above will be made only in accordance with uniform rules that we adopt and that we apply fairly to our customers.

Procedures for issuance of a policy

Generally, the policy is available with a minimum Total Face Amount at issue of $100,000 and a minimum Base Face Amount at issue of $50,000. At the time of issue, the insured person must have an attained age of no more than 90. The insured person must meet certain health and other insurance risk criteria called “underwriting standards.”

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Policies issued in Montana or in connection with certain employee plans will not directly reflect the sex of the insured person in either the premium rates or the charges or values under the policy.

Commencement of insurance coverage

After you apply for a policy, it can sometimes take up to several weeks for us to gather and evaluate all the information we need to decide whether to issue a policy to you and, if so, what the insured person’s risk classification should be. After we approve an application for a policy and assign an appropriate insurance risk classification, we will prepare the policy for delivery. We will not pay a death benefit under a policy unless the policy is in effect when the insured person dies (except for the circumstances described under “Temporary coverage prior to policy delivery” below).

The policy will take effect only if all of the following conditions are satisfied.

• The policy is delivered to and received by the applicant

• The Minimum Initial Premium is received by us

• The insured person is living and there has been no deterioration in the insurability of the insured person since the date of the application

The date all of the above conditions are satisfied is referred to in this prospectus as the “Contract Completion Date.” If all of the above conditions are satisfied, the policy will take effect on the date shown in the policy as the “Policy Date.” That is the date on which we begin to deduct monthly charges. Policy months, policy years and policy anniversaries are all measured from the Policy Date.

Backdating

Under limited circumstances, we may backdate a policy, upon request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the policy. The most common reasons for backdating are to preserve a younger age at issue for the insured person or to retain a common monthly deduction date in certain corporate-owned life insurance cases involving multiple policies issued over time. If used to preserve age, backdating will result in lower insurance charges. However, monthly deductions will begin earlier than would otherwise be the case. Monthly deductions for the period the Policy Date is backdated will actually be deducted from policy value on the Contract Completion Date.

Temporary coverage prior to policy delivery

If a specified amount of premium is paid with the application for a policy and other conditions are met, we will provide temporary term life insurance coverage on the insured person for a period prior to the time coverage under the policy takes effect. Such temporary term coverage will be subject to the terms and conditions described in the Temporary Life Insurance Agreement and Receipt attached to the application for the policy, including conditions to coverage and limits on amount and duration of coverage.

Monthly deduction dates

Each charge that we deduct monthly is assessed against your policy value at the close of business on the Policy Date and at the close of the first day in each subsequent policy month.

Changes that we can make as to your policy

We reserve the right to make any changes in the policy necessary to ensure the policy is within the definition of life insurance under the Federal tax laws and is in compliance with any changes in Federal or state tax laws.

In our policies, we reserve the right to make certain changes if they would serve the best interests of policy owners or would be appropriate in carrying out the purposes of the policies. These changes include those listed below.

• Changes necessary to comply with or obtain or continue exemptions under the Federal securities laws

• Combining or removing fixed accounts or investment accounts

• Changes in the form of organization of any separate account

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Any such changes will be made only to the extent permitted by applicable laws and only in the manner permitted by such laws. When required by law, we will obtain your approval of the changes and the approval of any appropriate regulatory authority.

The owner of the policy

Who owns the policy? That’s up to the person who applies for the policy. The owner of the policy is the person who can exercise most of the rights under the policy, such as the right to choose the accounts in which to invest or the right to surrender the policy. In many cases, the person buying the policy is also the person who will be the owner. However, the application for a policy can name another person or entity (such as a trust) as owner. Whenever we’ve used the term “you” in this prospectus, we’ve assumed that the reader is the person who has whatever right or privilege is being discussed. There may be tax consequences if the owner and the insured person are different, so you should discuss this issue with your tax adviser.

While the insured person is alive, you will have a number of options under the policy. These options include those listed below.

• Determine when and how much you invest in the various accounts

• Borrow or withdraw amounts you have in the accounts

• Change the beneficiary who will receive the death benefit

• Change the amount of insurance

• Turn in (i.e., “surrender”) the policy for the full amount of its net cash surrender value

• Choose the form in which we will pay out the death benefit or other proceeds

It is possible to name so-called “joint owners” of the policy. If more than one person owns a policy, all owners must join in most requests to exercise rights under the policy.

Policy cancellation right

You have the right to cancel your policy within 10 days after you receive it (the period may be longer in some states). This is often referred to as the “free look” period. During this period, your premiums will be allocated as described under “Processing premium payments” in this prospectus. To cancel your policy, simply deliver or mail the policy to:

• John Hancock USA at one of the addresses shown on the back cover of this prospectus, or

• the John Hancock USA representative who delivered the policy to you.

The date of cancellation will be the date of such mailing or delivery. In most states, you will receive a refund of any premiums you’ve paid. In some states, the refund will be your policy value on the date of cancellation.

Reports that you will receive

At least annually, we will send you a statement setting forth at least the following information as of the end of the most recent reporting period: the amount of the death benefit, the portion of the policy value in the fixed account and in each investment account, premiums received and charges deducted from premiums since the last report, any outstanding policy loan (and interest charged for the preceding policy year), and any further information required by law. Moreover, you also will receive confirmations of premium payments, transfers among accounts, policy loans, partial withdrawals and certain other policy transactions.

Semi-annually we will send you a report containing the financial statements of the portfolios, including a list of securities held in each portfolio.

Assigning your policy

You may assign your rights in the policy to someone else as collateral for a loan or for some other reason. Assignments do not require the consent of any revocable beneficiary. A copy of the assignment must be forwarded to us. We are not responsible for any payment we make or any action we take before we receive a copy of the assignment at our Service Office. Nor are we responsible for the validity of the assignment or its efficacy in meeting your objectives. An absolute assignment is a change of ownership. All collateral assignees of record must usually consent to any surrender, withdrawal or loan from the policy.

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When we pay policy proceeds

General

We will ordinarily pay any death benefit, withdrawal, surrender value or loan within 7 days after we receive the last required form or request (and, with respect to the death benefit, any other documentation that may be required). If we don’t have information about the desired manner of payment within 7 days after the date we receive documentation of the insured person’s death, we will pay the proceeds as a single sum.

Delay to challenge coverage

We may challenge the validity of your insurance policy based on any material misstatements made to us in the application for the policy. We cannot make such a challenge, however, beyond certain time limits that are specified by the laws of the state in which your policy was issued.

Delay for check clearance

We reserve the right to defer payment of that portion of your policy value that is attributable to a premium payment made by check for a reasonable period of time (not to exceed 15 days) to allow the check to clear the banking system. We will not delay payment longer than necessary for us to verify a check has cleared the banking system.

Delay of separate account proceeds

We reserve the right to defer payment of any death benefit, loan or other distribution that is derived from an investment account if (1) the New York Stock Exchange is closed (other than customary weekend and holiday closings) or trading on the New York Stock Exchange is restricted; (2) an emergency exists, as determined by the SEC, as a result of which disposal of securities is not reasonably practicable or it is not reasonably practicable to fairly determine the policy value; or (3) the SEC by order permits the delay for the protection of owners. Transfers and allocations of policy value among the investment accounts may also be postponed under these circumstances. If we need to defer calculation of separate account values for any of the foregoing reasons, all delayed transactions will be processed at the next values that we do compute.

Delay of general account surrender proceeds

State laws allow us to defer payment of any portion of the net cash surrender value derived from the fixed account for up to 6 months. These laws were enacted many years ago to help insurance companies in the event of a liquidity crisis.

How you communicate with us

General rules

You should mail or express all checks and money orders for premium payments and loan repayments to the John Hancock USA Service Office at the appropriate address shown on the back cover.

Under our current rules, certain requests must be made in writing and be signed and dated by you. Those requests include the ones listed below.

• loans

• surrenders or withdrawals

• change of death benefit option

• increase or decrease in Face Amount

• change of beneficiary

• election of payment option for policy proceeds

• tax withholding elections

• election of telephone/internet transaction privilege

The following requests may be made either in writing (signed and dated by you) or by telephone or fax or through the Company’s secured website, if a special form is completed (see “Telephone, facsimile and internet transactions” below).

• transfers of policy value among accounts

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• change of allocation among accounts for new premium payments

You should mail or express all written requests to our Service Office at the appropriate address shown on the back cover. You should also send notice of the insured person’s death and related documentation to our Service Office. We do not consider that we’ve “received” any communication until such time as it has arrived at the proper place and in the proper and complete form.

We have special forms that should be used for a number of the requests mentioned above. You can obtain these forms from our Service Office or your John Hancock USA representative. Each communication to us must include your name, your policy number and the name of the insured person. We cannot process any request that doesn’t include this required information. Any communication that arrives after the close of our business day, or on a day that is not a business day, will be considered “received” by us on the next following business day. Our business day currently closes at 4:00 p.m. Eastern time, but special circumstances (such as suspension of trading on a major exchange) may dictate an earlier closing time.

Telephone, facsimile and internet transactions

If you complete a special authorization form, you can request transfers among accounts and changes of allocation among accounts simply by telephoning us at 1-800-521-1234 or by faxing us at 617-572-7008 or through the Company’s secured website. Any fax or internet request should include your name, daytime telephone number, policy number and, in the case of transfers and changes of allocation, the names of the accounts involved. We will honor telephone and internet instructions from anyone who provides the correct identifying information, so there is a risk of loss to you if this service is used by an unauthorized person. However, you will receive written confirmation of all telephone/internet transactions. There is also a risk that you will be unable to place your request due to equipment malfunction or heavy phone line or internet usage. If this occurs, you should submit your request in writing.

If you authorize telephone or internet transactions, you will be liable for any loss, expense or cost arising out of any unauthorized or fraudulent telephone or internet instructions which we reasonably believe to be genuine, unless such loss, expense or cost is the result of our mistake or negligence. We employ procedures which provide safeguards against the execution of unauthorized transactions which are reasonably designed to confirm that instructions received by telephone or internet are genuine. These procedures include requiring personal identification, the use of a unique password for internet authorization, recording of telephone calls, and providing written confirmation to the owner. If we do not employ reasonable procedures to confirm that instructions communicated by telephone or internet are genuine, we may be liable for any loss due to unauthorized or fraudulent instructions.

As stated earlier in this prospectus, the policies are not designed for professional market timing organizations or other persons or entities that use programmed or frequent transfers among investment options. To discourage disruptive frequent trading, we have imposed certain transfer restrictions (see “Transfers of existing policy value”). In addition, we also reserve the right to change our telephone, facsimile and internet transaction privileges outlined in this section at any time, and to suspend or terminate any or all of those privileges with respect to any owners who we feel are abusing the privileges to the detriment of other owners.

Distribution of policies

John Hancock Distributors LLC (“JH Distributors”), a Delaware limited liability company affiliated with us, is the principal distributor and underwriter of the securities offered through this prospectus and of other annuity and life insurance products we and our affiliates offer. JH Distributors also acts as the principal underwriter of the Trust, whose securities are used to fund certain investment accounts under the policies and under other annuity and life insurance products we offer.

JH Distributors’ principal address is 200 Bloor Street East, Toronto, Canada M4W 1E5 and it also maintains offices with us at 197 Clarendon Street, Boston, Massachusetts 02116. JH Distributors is a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”).

We offer the policies for sale through individuals who are licensed as insurance agents and who are registered representatives of broker-dealers that have entered into selling agreements with JH Distributors. These broker-dealers may include our affiliate Signator Investors, Inc. In addition, we, either directly or through JH Distributors, have entered into agreements with other financial intermediaries that provide marketing, sales support and certain administrative services to help promote the policies (“financial intermediaries”). In a limited number of cases, we have entered into loans, leases or other financial agreements with these broker-dealers or financial intermediaries or their affiliates.

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Compensation

The broker-dealers and other financial intermediaries that distribute or support the marketing of our policies may be compensated by means of various compensation and revenue sharing arrangements. A general description of these arrangements is set out below under “Standard compensation” and “Additional compensation and revenue sharing.” These arrangements may differ between firms, and not all broker-dealers or financial intermediaries will receive the same compensation and revenue sharing benefits for distributing our policies. Also, a broker-dealer may receive more or less compensation or other benefits for the promotion and sale of our policy than it would expect to receive from another issuer.

Under their own arrangements, broker-dealers determine how much of any amounts received from us is to be paid to their registered representatives. Our affiliated broker-dealer may pay its registered representatives additional compensation and benefits, such as bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the policies that they would not receive in connection with the sale of policies issued by unaffiliated companies.

Policy owners do not pay any compensation or revenue sharing benefits directly. These payments are made from JH Distributors’ and our own revenues, profits or retained earnings, which may be derived from a number of sources, such as fees received from an underlying fund’s distribution plan (“12b-1 fees”), the fees and charges imposed under the policy and other sources.

You should contact your registered representative for more information on compensation arrangements in connection with your purchase of a policy. We provide additional information on special compensation or reimbursement arrangements involving broker-dealers and other financial intermediaries in the Statement of Additional Information, which is available upon request.

Standard compensation. JH Distributors pays compensation to broker-dealers for the promotion and sale of the policies, and for providing ongoing service in relation to policies that have already been purchased. We may also pay a limited number of broker-dealers commissions or overrides to “wholesale” the policies; that is, to provide marketing support and training services to the broker-dealer firms that do the actual selling.

The compensation JH Distributors pays to broker-dealers may vary depending on the selling agreement. The compensation paid is not expected to exceed 34% of target premium, and 3.75% of premium in excess of target, paid in the first policy year, 5.75% of target and 3.75% of excess premium paid in years 2-5, 3.75% of target and excess premium paid in years 6-10 and 0% thereafter. In addition, JH Distributors will pay compensation in policy years 6-15 of 0.15% of the net cash surrender value and 0.10% of the net cash surrender value in years 16 and thereafter, with the net cash surrender value determined as of the end of each previous policy anniversary. You should consider that the amount of compensation paid to the selling broker-dealer will generally be less if you elect greater portions of Supplemental Face Amount at issue. This compensation schedule is exclusive of additional compensation and revenue sharing and inclusive of overrides and expense allowances paid to broker-dealers for sale of the policies (not including riders).

Additional compensation and revenue sharing. To the extent permitted by SEC and FINRA rules and other applicable laws and regulations, we may enter into special compensation or reimbursement arrangements (“revenue sharing”), either directly or through JH Distributors, with selected broker-dealers and other financial intermediaries. In consideration of these arrangements, a firm may feature our policy in its sales system, give us preferential access to sales staff, or allow JH Distributors or its affiliates to participate in conferences, seminars or other programs attended by the firm’s sales force. We hope to benefit from these revenue sharing and other arrangements through increased sales of our policies.

Selling broker-dealers and other financial intermediaries may receive, directly or indirectly, additional payments in the form of cash, other compensation or reimbursement. These additional compensation or reimbursement arrangements may include, for example, payments in connection with the firm’s “due diligence” examination of the policies, payments for providing conferences or seminars, sales or training programs for invited registered representatives and other employees, payment for travel expenses, including lodging, incurred by registered representatives and other employees for such seminars or training programs, seminars for the public or client seminars, advertising and sales campaigns regarding the policies, payments to assist a firm in connection with its systems, operations and marketing expenses and/or other events or activities sponsored by the firms. We may contribute to, as well as sponsor, various educational programs, sales promotions, and/or other contests in which participating firms and their sales persons may receive gifts and prizes such as merchandise, cash or other rewards as may be permitted under FINRA rules and other applicable laws and regulations.

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Tax considerations

This description of Federal income tax consequences is only a brief summary and is neither exhaustive nor authoritative. It was written to support the promotion of our products. It does not constitute legal or tax advice, and it is not intended to be used and cannot be used to avoid any penalties that may be imposed on you. Tax consequences will vary based on your own particular circumstances, and for further information you should consult a qualified tax adviser. Federal, state and local tax laws, regulations and interpretations can change from time to time. As a result, the tax consequences to you and the beneficiary may be altered, in some cases retroactively. The policy may be used in various arrangements, including non-qualified deferred compensation or salary continuation plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the value of using the policy in any such arrangement depends in part on the tax consequences, a qualified tax adviser should be consulted for advice.

General

We are taxed as a life insurance company. Under current tax law rules, we include the investment income (exclusive of capital gains) of the Separate Account in our taxable income and take deductions for investment income credited to our “policy holder reserves.” We are also required to capitalize and amortize certain costs instead of deducting those costs when they are incurred. We do not currently charge the Separate Account for any resulting income tax costs, other than a “DAC tax” charge we may impose against the Separate Account to compensate us for the finance costs attributable to the acceleration of our income tax liabilities by reason of a “DAC tax adjustment.” We also claim certain tax credits or deductions relating to foreign taxes paid and dividends received by the series funds. These benefits can be material. We do not pass these benefits through to the Separate Account, principally because: (i) the deductions and credits are allowed to us and not the policy owners under applicable tax law; and (ii) the deductions and credits do not represent investment return on the Separate Account assets that are passed through to policy owners.

The policies permit us to deduct a charge for any taxes we incur that are attributable to the operation or existence of the policies or the Separate Account. Currently, we do not anticipate making any specific charge for such taxes other than any DAC tax charge and state and local premium taxes. If the level of the current taxes increases, however, or is expected to increase in the future, we reserve the right to make a charge in the future.

Death benefit proceeds and other policy distributions

Generally, death benefits paid under policies such as yours are not subject to income tax. Earnings on your policy value are ordinarily not subject to income tax as long as we don’t pay them out to you. If we do pay out any amount of your policy value upon surrender or partial withdrawal, all or part of that distribution would generally be treated as a return of the premiums you’ve paid and not subjected to income tax. However certain distributions associated with a reduction in death benefit or other policy benefits within the first 15 years after issuance of the policy are ordinarily taxable in whole or in part. Amounts you borrow are generally not taxable to you.

However, some of the tax rules change if your policy is found to be a modified endowment contract. This can happen if you’ve paid premiums in excess of limits prescribed by the tax laws. Additional taxes and penalties may be payable for policy distributions of any kind, including loans. (See “7-pay premium limit and modified endowment contract status” below.)

We expect the policy to receive the same Federal income and estate tax treatment as fixed benefit life insurance policies. Section 7702 of the Internal Revenue Code (the “Code”) defines a life insurance contract for Federal tax purposes. For a policy to be treated as a life insurance contract, it must satisfy either the cash value accumulation test or the guideline premium test. These tests limit the amount of premium that you may pay into the policy. We will monitor compliance with these standards. If we determine that a policy does not satisfy section 7702, we may take whatever steps are appropriate and reasonable to bring it into compliance with section 7702.

If the policy complies with section 7702, the death benefit proceeds under the policy ordinarily should be excludable from the beneficiary’s gross income under section 101 of the Code.

Increases in policy value as a result of interest or investment experience will not be subject to Federal income tax unless and until values are received through actual or deemed distributions. In general, unless the policy is a modified endowment contract, the owner will be taxed on the amount of distributions that exceed the premiums paid under the policy. An exception to this general rule occurs in the case of a decrease in the policy’s death benefit or any other change that reduces benefits under the policy in the first 15 years after the policy is issued and that results in a cash distribution to the policy owner.

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Changes that reduce benefits include partial withdrawals, death benefit option changes, and distributions required to keep the policy in compliance with section 7702. For purposes of this rule any distribution within the two years immediately before a reduction in benefits will also be treated as if it caused the reduction. A cash distribution that reduces policy benefits will be taxed in whole or in part (to the extent of any gain in the policy) under rules prescribed in section 7702. The taxable amount is subject to limits prescribed in section 7702(f)(7). Any taxable distribution will be ordinary income to the owner (rather than capital gain).

Distributions for tax purposes include amounts received upon surrender or partial withdrawals. You may also be deemed to have received a distribution for tax purposes if you assign all or part of your policy rights or change your policy’s ownership.

It is possible that, despite our monitoring, a policy might fail to qualify as a life insurance contract under section 7702 of the Code. This could happen, for example, if we inadvertently failed to return to you any premium payments that were in excess of permitted amounts, or if any of the funds failed to meet certain investment diversification or other requirements of the Code. If this were to occur, you would be subject to income tax on the income credited to the policy from the date of issue to the date of the disqualification and for subsequent periods.

Tax consequences of ownership or receipt of policy proceeds under Federal, state and local estate, inheritance, gift and other tax laws will depend on the circumstances of each owner or beneficiary. If the person insured by the policy is also its owner, either directly or indirectly through an entity such as a revocable trust, the death benefit will be includible in his or her estate for purposes of the Federal estate tax. If the owner is not the person insured, the value of the policy will be includible in the owner’s estate upon his or her death. Even if ownership has been transferred, the death proceeds or the policy value may be includible in the former owner’s estate if the transfer occurred less than three years before the former owner’s death or if the former owner retained certain kinds of control over the policy. You should consult your tax adviser regarding these possible tax consequences.

Because there may be unfavorable tax consequences (including recognition of taxable income and the loss of income tax-free treatment for any death benefit payable to the beneficiary), you should consult a qualified tax adviser prior to changing the policy’s ownership or making any assignment of ownership interests.

Policy loans

We expect that, except as noted below (see “7-pay premium limit and modified endowment contract status”), loans received under the policy will be treated as indebtedness of an owner and that no part of any loan will constitute income to the owner. However, if the policy terminates for any reason other than the payment of the death benefit, the amount of any outstanding loan that was not previously considered income will be treated as if it had been distributed to the owner upon such termination. This could result in a considerable tax bill. Under certain circumstances involving large amounts of outstanding loans, you might find yourself having to choose between high premiums required to keep your policy from lapsing and a significant tax burden if you allow the lapse to occur.

Diversification rules and ownership of the Account

Your policy will not qualify for the tax benefits of a life insurance contract unless the Account follows certain rules requiring diversification of investments underlying the policy. In addition, the rules require that the policy owner not have “investment control” over the underlying assets.

In certain circumstances, the owner of a variable life insurance policy may be considered the owner, for Federal income tax purposes, of the assets of the separate account used to support the policy. In those circumstances, income and gains from the separate account assets would be includible in the policy owner’s gross income. The Internal Revenue Service (“IRS”) has stated in published rulings that a variable policy owner will be considered the owner of separate account assets if the policy owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. A Treasury Decision issued in 1986 stated that guidance would be issued in the form of regulations or rulings on the “extent to which Policyholders may direct their investments to particular sub-accounts of a separate account without being treated as owners of the underlying assets.” As of the date of this prospectus, no comprehensive guidance on this point has been issued. In Rev. Rul. 2003-91, however, the IRS ruled that a contract holder would not be treated as the owner of assets underlying a variable life insurance or annuity contract despite the owner’s ability to allocate funds among as many as twenty subaccounts.

The ownership rights under your policy are similar to, but different in certain respects from, those described in IRS rulings in which it was determined that policyholders were not owners of separate account assets. Since you have greater

45

flexibility in allocating premiums and policy values than was the case in those rulings, it is possible that you would be treated as the owner of your policy’s proportionate share of the assets of the Account.

We do not know what future Treasury Department regulations or other guidance may require. We cannot guarantee that the funds will be able to operate as currently described in the series funds’ prospectuses, or that a series fund will not have to change any fund’s investment objectives or policies. We have reserved the right to modify your policy if we believe doing so will prevent you from being considered the owner of your policy’s proportionate share of the assets of the Account, but we are under no obligation to do so.

7-pay premium limit and modified endowment contract status

At the time of policy issuance, we will determine whether the Planned Premium schedule will exceed the 7-pay limit discussed below. If so, our standard procedures prohibit issuance of the policy unless you sign a form acknowledging that fact.

The 7-pay limit is the total of net level premiums that would have been payable at any time for a comparable fixed policy to be fully “paid-up” after the payment of 7 equal annual premiums. “Paid-up” means that no further premiums would be required to continue the coverage in force until maturity, based on certain prescribed assumptions. If the total premiums paid at any time during the first 7 policy years exceed the 7-pay limit, the policy will be treated as a modified endowment contract, which can have adverse tax consequences.

Policies classified as modified endowment contracts are subject to the following tax rules:

• First, all partial withdrawals from such a policy are treated as ordinary income subject to tax up to the amount equal to the excess (if any) of the policy value immediately before the distribution over the investment in the policy at such time. If you own any other modified endowment contracts issued to you in the same calendar year by the same insurance company or its affiliates, their values will be combined with the value of the policy from which you take the withdrawal for purposes of determining how much of the withdrawal is taxable as ordinary income.

• Second, loans taken from or secured by such a policy and assignments or pledges of any part of its value are treated as partial withdrawals from the policy and taxed accordingly. Past-due loan interest that is added to the loan amount is treated as an additional loan.

• Third, a 10% additional income tax is imposed on the portion of any distribution (including distributions on surrender) from, or loan taken from or secured by, such a policy that is included in income except where the distribution or loan:

• is made on or after the date on which the policy owner attains age 59 ¹/2;

• is attributable to the policy owner becoming disabled; or

• is part of a series of substantially equal periodic payments for the life (or life expectancy) of the policy owner or the joint lives (or joint life expectancies) of the policy owner and the policy owner’s beneficiary.

These exceptions to the 10% additional tax do not apply in situations where the policy is not owned by an individual.

Furthermore, any time there is a “material change” in a policy, the policy will begin a new 7-pay testing period as if it were a newly-issued policy. The material change rules for determining whether a policy is a modified endowment contract are complex. In general, however, the determination of whether a policy will be a modified endowment contract after a material change depends upon the relationship among the death benefit of the policy at the time of such change, the policy value at the time of the change, and the additional premiums paid into the policy during the seven years starting with the date on which the material change occurs.

Moreover, if there is a reduction in benefits under a policy (such as a reduction in the death benefit or the reduction or cancellation of certain rider benefits) during a 7-pay testing period, the 7-pay limit will generally be recalculated based on the reduced benefits and the policy will be re-tested from the beginning of the 7-pay testing period using the lower limit. If the premiums paid to date at any point during the 7-pay testing period are greater than the recalculated 7-pay limit, the policy will become a modified endowment contract.

If your policy is issued as a result of a section 1035 exchange, it may be considered to be a modified endowment contract if the death benefit under the new policy is smaller than the death benefit under the exchanged policy, or if you reduce coverage in your new policy after it is issued. Therefore, if you desire to reduce the face amount as part of a 1035 exchange, a qualified tax adviser should be consulted for advice.

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All modified endowment contracts issued by the same insurer (or its affiliates) to the same owner during any calendar year generally are required to be treated as one contract for the purpose of applying the modified endowment contract rules. A policy received in exchange for a modified endowment contract will itself also be a modified endowment contract. You should consult your tax adviser if you have questions regarding the possible impact of the 7-pay limit on your policy.

Corporate and H.R. 10 retirement plans

The policy may be acquired in connection with the funding of retirement plans satisfying the qualification requirements of section 401 of the Code. If so, the Code provisions relating to such plans and life insurance benefits thereunder should be carefully scrutinized. We are not responsible for compliance with the terms of any such plan or with the requirements of applicable provisions of the Code.

Withholding

To the extent that policy distributions to you are taxable, they are generally subject to withholding for your Federal income tax liability. However if you reside in the United States, you can generally choose not to have tax withheld from distributions.

Life insurance purchases by residents of Puerto Rico

In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service ruled that income received by residents of Puerto Rico under a life insurance policy issued by a United States company is U.S.-source income that is subject to United States Federal income tax.

Life insurance purchases by non-resident aliens

If you are not a U.S. citizen or resident, you will generally be subject to U.S. Federal withholding tax on taxable distributions from life insurance policies at a 30% rate, unless a lower treaty rate applies. In addition, you may be subject to state and/or municipal taxes and taxes imposed by your country of citizenship or residence. You should consult with a qualified tax adviser before purchasing a policy.

Financial statements reference

The financial statements of John Hancock USA and the Account can be found in the Statement of Additional Information. The financial statements of John Hancock USA should be distinguished from the financial statements of the Account and should be considered only as bearing upon the ability of John Hancock USA to meet its obligations under the policies.

Registration statement filed with the SEC

This prospectus omits certain information contained in the Registration Statement which has been filed with the SEC. More details may be obtained from the SEC upon payment of the prescribed fee.

Independent registered public accounting firm

The consolidated financial statements of John Hancock Life Insurance Company (U.S.A.) at December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and the financial statements of Separate Account N of John Hancock Life Insurance Company (U.S.A.) at December 31, 2007, and for each of the two years in the period ended December 31, 2007, appearing in the Statement of Additional Information of the Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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In addition to this prospectus, John Hancock USA has filed with the SEC a Statement of Additional Information (the “SAI”) which contains additional information about John Hancock USA and the Account, including information on our history, services provided to the Account and legal and regulatory matters. The SAI and personalized illustrations of death benefits, policy values and surrender values are available, without charge, upon request. You may obtain the personalized illustrations from your John Hancock USA representative. The SAI may be obtained by contacting the John Hancock USA Service Office. You should also contact the John Hancock USA Service Office to request any other information about your policy or to make any inquiries about its operation.

SERVICE OFFICE
Express Delivery	Mail Delivery
Specialty Products	Specialty Products & Distribution
197 Clarendon Street, C-6	P.O. Box 192
Boston, MA 02117	Boston, MA 02117
Phone:	Fax:
1-800-521-1234	617-572-7008

Information about the Account (including the SAI) can be reviewed and copied at the SEC’s Public Reference Branch, 100 F Street, NE, Room 1580, Washington, DC, 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-5850. Reports and other information about the Account are available on the SEC’s Internet website at http://www.sec.gov. Copies of such information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549-0102.

1940 Act File No. 811-5130 — 1933 Act File No. 333-152409

Statement of Additional Information

dated November     , 2008

for interests in

John Hancock Life Insurance Company (U.S.A.) Account N (“Registrant”)

Interests are made available under

CORPORATE VUL

a flexible premium variable universal life insurance policy issued by

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

(“John Hancock USA”)

This is a Statement of Additional Information (“SAI”). It is not the prospectus. The prospectus, dated the same date as this SAI, may be obtained from a John Hancock USA representative or by contacting the John Hancock USA Servicing Office at Specialty Products, 197 Clarendon Street, C-6, Boston, MA 02117 or telephoning 1-800-521-1234.

TABLE OF CONTENTS

Contents of this SAI	Page No.
Description of the Depositor	2
Description of the Registrant	2
Services	2
Independent Registered Public Accounting Firm	2
Legal and Regulatory Matters	2
Principal Underwriter/Distributor	3
Additional Information About Charges	4
Financial Statements of Registrant and Depositor

Description of the Depositor

Under the Federal securities laws, the entity responsible for organization of the registered separate account underlying the variable life insurance policy is known as the “Depositor”. The Depositor is John Hancock USA, a stock life insurance company organized under the laws of Maine on August 20, 1955 by a special act of the Maine legislature and redomesticated under the laws of Michigan. We are a licensed life insurance company in the District of Columbia and all states of the United States except New York. Until 2004, John Hancock USA had been known as The Manufacturers Life Insurance Company (U.S.A.).

Our ultimate parent is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

Description of the Registrant

Under the Federal securities laws, the registered separate account underlying the variable life insurance policy is known as the “Registrant.” In this case, the Registrant is John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Account”), a separate account established by John Hancock USA under Michigan law. The variable investment options shown on page 1 of the prospectus are subaccounts of the Account. The Account meets the definition of “separate account” under the Federal securities laws and is registered as a unit investment trust under the Investment Company Act of 1940 (“1940 Act”). Such registration does not involve supervision by the Securities and Exchange Commission (“SEC”) of the management of the Account or of John Hancock USA.

New subaccounts may be added and made available to policy owners from time to time. Existing subaccounts may be modified or deleted at any time.

Services

Administration of policies issued by John Hancock USA and of registered separate accounts organized by John Hancock USA may be provided by other affiliates. Neither John Hancock USA nor the separate accounts are assessed any charges for such services.

Custodianship and depository services for the Registrant are provided by State Street Bank. State Street Bank’s address is 225 Franklin Street, Boston, Massachusetts, 02110.

Independent Registered Public Accounting Firm

The consolidated financial statements of John Hancock Life Insurance Company (U.S.A.) at December 31, 2007 and 2006, and for each of the three years in the period ended December 31, 2007, and the financial statements of Separate Account N of John Hancock Life Insurance Company (U.S.A.) at December 31, 2007, and for each of the two years in the period ended December 31, 2007, appearing in this Statement of Additional Information of the Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Legal and Regulatory Matters

There are no legal proceedings to which the Depositor, the Account or the principal underwriter is a party or to which the assets of the Account are subject that are likely to have a material adverse effect on the Account or the ability of the principal underwriter to perform its contract with the Account or of the Depositor to meet its obligations under the policies.

On June 25, 2007, John Hancock Investment Management Services, LLC (the “Adviser”) and John Hancock Distributors LLC (the “Distributor”) and two of their affiliates (collectively, the “John Hancock Affiliates”) reached a settlement with the SEC that resolved an investigation of certain practices relating to the John Hancock Affiliates’ variable annuity and mutual fund operations involving directed brokerage and revenue sharing. Under the terms of the settlement, each John Hancock Affiliate was censured and agreed to pay a $500,000 civil penalty to the United States Treasury. In addition, the Adviser and the Distributor agreed to pay disgorgement of $14,838,943 and prejudgment interest of $2,001,999 to the John Hancock Trust funds that participated in the Adviser’s commission recapture program during the period from

2

2000 to April 2004. Collectively, all John Hancock Affiliates agreed to pay a total disgorgement of $16,926,420 and prejudgment interest of $2,361,460 to the entities advised or distributed by John Hancock Affiliates. The Adviser discontinued the use of directed brokerage in recognition of the sale of fund shares in April 2004.

Principal Underwriter/Distributor

John Hancock Distributors LLC (“JH Distributors”), a Delaware limited liability company that we control, is the principal distributor and underwriter of the securities offered through this prospectus. JH Distributors acts as the principal distributor of a number of other annuity and life insurance products we and our affiliates offer. JH Distributors also acts as the principal underwriter of John Hancock Trust (the “Trust”), whose securities are used to fund certain variable investment options under the policies and under other annuity and life insurance products we offer.

JH Distributors’ principal address is 200 Bloor Street East, Toronto, Canada M4W 1E5 and it also maintains offices with us at 197 Clarendon Street, Boston, Massachusetts 02116. JH Distributors is a broker-dealer registered under the Securities Act of 1934 (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”).

We offer the policies for sale through individuals who are licensed as insurance agents and who are registered representatives of broker-dealers that have entered into selling agreements with JH Distributors. These broker-dealers may include our affiliate Signator Investors, Inc.

The aggregate dollar amount of underwriting commissions paid to JH Distributors by the Depositor and its affiliates in connection with the sale of variable life products in 2007, 2006, and 2005 was $226,336,094, $128,705,303, and $33,325,216, respectively. JH Distributors did not retain any of these amounts during such periods.

The compensation JH Distributors pays to broker-dealers may vary depending on the selling agreement. Compensation is exclusive of additional compensation and revenue sharing and inclusive of overrides and expense allowances paid to broker-dealers for sale of the policies (not including riders). The compensation paid is not expected to exceed 34% of target premium, and 3.75% of premium in excess of target, paid in the first policy year, 5.75% of target and 3.75% of excess premium paid in years 2-5, 3.75% of target and excess premium paid in years 6-10 and 0% thereafter. In addition, JH Distributors will pay compensation in policy years 6-15 of 0.15% of the net cash surrender value and 0.10% of the net cash surrender value in years 16 and thereafter, with the net cash surrender value determined as of the end of each previous policy anniversary. You should consider that the amount of compensation paid to the selling broker-dealer will generally be less if you elect greater portions of Supplemental Face Amount at issue.

The registered representative through whom your policy is sold will be compensated pursuant to the registered representative’s own arrangement with his or her broker-dealer. Compensation to broker-dealers for the promotion and sale of the policies is not paid directly by policy owners but will be recouped through the fees and charges imposed under the policy.

Additional compensation and revenue sharing arrangements may be offered to certain broker-dealer firms or other financial intermediaries. The terms of such arrangements may differ among firms we select based on various factors. In general, the arrangements involve three types of payments or any combination thereof:

• Fixed dollar payments: The amount of these payments varies widely. JH Distributors may, for example, make one or more payments in connection with a firm’s conferences, seminars or training programs, seminars for the public, advertising and sales campaigns regarding the policies, to assist a firm in connection with its systems, operations and marketing expenses, or for other activities of a selling firm or wholesaler. JH Distributors may make these payments upon the initiation of a relationship with a firm, and at any time thereafter.

• Payments based upon sales: These payments are based upon a percentage of the total amount of money received, or anticipated to be received, for sales through a firm of some or all of the insurance products that we and/or our affiliates offer. JH Distributors makes these payments on a periodic basis.

• Payments based upon “assets under management”: These payments are based upon a percentage of the policy value of some or all of our (and/or our affiliates’) insurance products that were sold through the firm. JH Distributors makes these payments on a periodic basis.

Our affiliated broker-dealer may pay their respective registered representatives additional cash incentives, such as bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the policies that they would not receive in connection with the sale of policies issued by unaffiliated companies.

3

Additional Information About Charges

A policy will not be issued until the underwriting process has been completed to the Depositor’s satisfaction. The underwriting process generally includes the obtaining of information concerning your age, medical history, occupation and other personal information. This information is then used to determine the cost of insurance charge.

Reduction In Charges

The policy is available for purchase by corporations and other groups or sponsoring organizations. Group or sponsored arrangements may include reduction or elimination of withdrawal charges and deductions for employees, officers, directors, agents and immediate family members of the foregoing. John Hancock USA reserves the right to reduce any of the Policy’s charges on certain cases where it is expected that the amount or nature of such cases will result in savings of sales, underwriting, administrative, commissions or other costs. Eligibility for these reductions and the amount of reductions will be determined by a number of factors, including the number of lives to be insured, the total premiums expected to be paid, total assets under management for the policyowner, the nature of the relationship among the insured individuals, the purpose for which the policies are being purchased, expected persistency of the individual policies, and any other circumstances which John Hancock USA believes to be relevant to the expected reduction of its expenses. Some of these reductions may be guaranteed and others may be subject to withdrawal or modifications, on a uniform case basis. Reductions in charges will not be unfairly discriminatory to any policyowners. John Hancock USA may modify from time to time, on a uniform basis, both the amounts of reductions and the criteria for qualification.

4

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

John Hancock Life Insurance Company (U.S.A.)

Years Ended December 31, 2007, 2006, and 2005

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

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Audited Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2007 and 2006	F-3
Consolidated Statements of Income for the years ended December 31, 2007, 2006, and 2005	F-4
Consolidated Statements of Changes in Shareholder’s Equity and Comprehensive Income for the years ended December 31, 2007, 2006, and 2005	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006, and 2005	F-6
Notes to Consolidated Financial Statements	F-7

Report of Independent Registered Public Accounting Firm

The Board of Directors

John Hancock Life Insurance Company (U.S.A.)

We have audited the accompanying consolidated balance sheets of John Hancock Life Insurance Company (U.S.A.) (the Company) as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in shareholder’s equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of John Hancock Life Insurance Company (U.S.A.) at December 31, 2007 and 2006 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the accompanying consolidated financial statements, the Company has restated its financial statements for the years ended December 31, 2006 and 2005.

As discussed in Note 1 to the accompanying consolidated financial statements, in 2007 the Company changed its method of accounting for collateral related to certain derivative activities, and in 2006 the Company changed its method of accounting for defined benefit pension and other post retirement benefit plans.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts

April 25, 2008, except for Note 15, as to which the date is November 7, 2008

F-2

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

CONSOLIDATED BALANCE SHEETS

	December 31,
	2007		2006
			Restated
	(in millions)
Assets
Investments
Fixed maturities:
Available-for-sale - at fair value (cost: 2007 - $13,050; 2006 - $11,187)	$	13,689	$	11,629
Equity securities:
Available-for-sale - at fair value (cost: 2007 - $781; 2006 - $840)		956		1,022
Mortgage loans on real estate		2,414		2,446
Real estate		1,543		1,401
Policy loans		2,519		2,340
Short term investments		2,723		645
Other invested assets		325		144
Total Investments		24,169		19,627
Cash and cash equivalents		3,345		4,112
Accrued investment income		310		247
Deferred policy acquisition costs		5,664		4,655
Deferred sales inducements		264		235
Amounts due from and held for affiliates		2,967		2,886
Reinsurance recoverable		1,390		1,295
Other assets		1,259		1,276
Separate account assets		105,380		90,462
Total Assets	$	144,748	$	124,795
Liabilities and Shareholder’s Equity
Liabilities:
Future policy benefits	$	24,594	$	22,379
Policyholders’ funds		300		298
Unearned revenue		543		766
Unpaid claims and claim expense reserves		720		704
Dividends payable to policyholders		210		200
Amounts due to affiliates		4,615		2,996
Deferred income tax liability		1,000		812
Other liabilities		2,002		1,492
Separate account liabilities		105,380		90,462
Total Liabilities		139,364		120,109
Shareholder’s Equity:
Capital stock		5		5
Additional paid in capital		2,222		2,216
Retained earnings		2,572		1,988
Accumulated other comprehensive income		585		477
Total Shareholder’s Equity		5,384		4,686
Total Liabilities and Shareholder’s Equity	$	144,748	$	124,795

The accompanying notes are an integral part of these consolidated financial statements.

F-3

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

CONSOLIDATED STATEMENTS OF INCOME

	For the years ended December 31,
	2007		2006		2005
			Restated		Restated
	(in millions)
Revenues
Premiums	$	875	$	1,014	$	870
Fee income		3,262		2,483		1,769
Net investment income		1,337		1,163		1,169
Net realized investment and other gains		162		32		231
Total revenues		5,636		4,692		4,039
Benefits and expenses
Benefits to policyholders		2,375		1,889		1,579
Other operating costs and expenses		1,269		1,117		921
Amortization of deferred policy acquisition costs and deferred sales inducements		584		536		327
Dividends to policyholders		416		395		400
Total benefits and expenses		4,644		3,937		3,227
Income before income taxes		992		755		812
Income taxes		273		230		253
Net income	$	719	$	525	$	559

The accompanying notes are an integral part of these consolidated financial statements.

F-4

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

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY

AND COMPREHENSIVE INCOME

	Capital Stock		Additional Paid In Capital		Retained Earnings			Accumulated Other Comprehensive Income			Total Shareholder’s Equity			Outstanding Shares
	(in millions, except for shares outstanding)													(thousands)
Balance at January 1, 2005 — As previously reported	$	5	$	2,024	$	1,062		$	828		$	3,919		4,829
Restatements						42			(90	)		(48	)
Balance at January 1, 2005 — Restated		5		2,024		1,104			738			3,871		4,829
Comprehensive income:
Net income — Restated						559						559
Other comprehensive income, net of tax:
Net unrealized investment losses — Restated									(104	)		(104	)
Net losses on cash flow hedges									(1	)		(1	)
Minimum pension liability									(21	)		(21	)
Foreign currency translation adjustment — Restated									(87	)		(87	)
Comprehensive income — Restated												346
Capital contribution from parent				13								13
Transactions with affiliates				8								8
Dividend paid to parent						(200	)					(200	)
Balance at December 31, 2005 — Restated	$	5	$	2,045	$	1,463		$	525		$	4,038		4,829
Balance at January 1, 2006 — Restated	$	5	$	2,045	$	1,463		$	525		$	4,038		4,829
Comprehensive income:
Net income — Restated						525						525
Other comprehensive income, net of tax:
Net unrealized investment losses — Restated									(46	)		(46	)
Minimum pension liability									5			5
Foreign currency translation adjustment — Restated									(5	)		(5	)
Comprehensive income — Restated												479
SFAS 158 transition adjustment									(2	)		(2	)
Common stock issued to parent				71								71
Transaction with affiliate				87								87
Stock options				13								13
Balance at December 31, 2006 — Restated	$	5	$	2,216	$	1,988		$	477		$	4,686		4,829
Balance at January 1, 2007 — Restated	$	5	$	2,216	$	1,988		$	477		$	4,686		4,829
Comprehensive income:
Net income						719						719
Other comprehensive income, net of tax:
Net unrealized investment gains									124			124
Net losses on cash flow hedges									(13	)		(13	)
Change in funded status of pension plan and amortization of periodic pension costs									1			1
Foreign currency translation adjustment									(4	)		(4	)
Comprehensive income												827
Dividend paid to parent						(135	)					(135	)
Stock options				6								6
Balance at December 31, 2007	$	5	$	2,222	$	2,572		$	585		$	5,384		4,829

The accompanying notes are an integral part of these consolidated financial statements.

F-5

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended December 31,
	2007			2006			2005
				Restated			Restated
	(in millions)
Cash flows provided by (used in) operating activities:
Net income	$	719		$	525		$	559
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net realized investment and other gains		(162	)		(32	)		(231	)
Amortization of premium/discount – fixed maturities		9			13			27
Capitalization of deferred policy acquisition costs and deferred sales inducements		(1,700	)		(1,154	)		(976	)
Amortization of deferred policy acquisition costs and deferred sales inducements		584			536			327
Depreciation and amortization		26			26			27
(Increase) decrease in accrued investment income		(63	)		(1	)		58
Decrease (increase) in other assets and other liabilities, net		371			507			(325	)
Increase (decrease) in policyholder liabilities and accruals, net		781			479			(397	)
Increase in deferred income tax liability		127			128			124
Net cash provided by (used in) operating activities		692			1,027			(807	)
Cash flows used in investing activities:
Sales of:
Fixed maturities available-for-sale		8,814			9,657			8,293
Equity securities available-for-sale		304			355			153
Maturities, prepayments and scheduled redemptions of:
Fixed maturities available-for-sale		485			658			230
Mortgage loans on real estate		1,453			1,105			508
Real estate sold		—			27			9
Cash received on sale of mortgage backed security to affiliate		15			—			—
Purchases of:
Fixed maturities available-for-sale		(11,150	)		(10,327	)		(9,294	)
Equity securities available-for-sale		(229	)		(690	)		(261	)
Other invested assets		(121	)		(74	)		(6	)
Mortgage loans on real estate issued		(1,409	)		(1,128	)		(529	)
Purchases of real estate		(168	)		(16	)		(35	)
Net purchases of short-term investments		(2,013	)		(162	)		(112	)
Other, net		(249	)		(281	)		368
Net cash used in investing activities		(4,268	)		(876	)		(676	)
Cash flows provided by financing activities:
Common stock issued to parent		—			71			—
Capital contribution from parent		—			—			13
Cash received on sale of real estate to affiliate		—			150			—
Net cash transferred related to Taiwan operations		—			—			(24	)
Universal life and investment-type contract deposits		2,748			2,832			2,144
Universal life and investment-type contract maturities and withdrawals		(509	)		(1,266	)		(938	)
Net transfers to separate accounts from policyholders funds		(881	)		(433	)		(341	)
Unearned revenue on financial reinsurance		(149	)		(49	)		49
Increase in amounts due to/from affiliates, net		1,768			14			1,869
Excess tax benefits related to share based payments		2			2			—
Net reinsurance recoverable		(35	)		49			20
Dividend paid to parent		(135	)		—			(200	)
Net cash provided by financing activities		2,809			1,370			2,592
Net (decrease) increase in cash and cash equivalents		(767	)		1,521			1,109
Cash and cash equivalents at beginning of year		4,112			2,591			1,482
Cash and cash equivalents at end of year	$	3,345		$	4,112		$	2,591

The accompanying notes are an integral part of these consolidated financial statements.

F-6

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Summary of Significant Accounting Policies

Business

John Hancock Life Insurance Company (U.S.A.) (JH USA or The Company) is a wholly owned subsidiary of The Manufacturers Investment Corporation (MIC). MIC is an indirect, wholly owned subsidiary of The Manufacturers Life Insurance Company (MLI). MLI, in turn, is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a Canadian-based publicly traded company. MFC and its subsidiaries are collectively known as Manulife Financial.

The Company offers and issues individual and group annuity contracts, and individual life insurance and group pension contracts. All of these contracts (collectively, the contracts) are sold primarily in the United States. Amounts invested in the fixed portion of the contracts are allocated to the general account of the Company. Amounts invested in the variable portion of the contracts are allocated to the separate accounts of the Company. Each of these separate accounts invest in either the shares of various portfolios of the John Hancock Trust (JHT), a no-load, open-end investment management company organized as a Massachusetts business trust, or in various portfolios of open-end investment management companies offered and managed by unaffiliated third parties.

John Hancock Investment Management Services, LLC (JHIMS), a subsidiary of the Company, is the investment advisor to JHT. On November 1, 2005, JHIMS amended its Limited Liability Company Agreement to admit a new member. This amendment decreased the Company’s consolidated ownership interest in JHIMS from 100% to 95%. JH USA directly owns 57% of JHIMS, while its wholly owned subsidiary, John Hancock Life Insurance Company of New York, owns 38%. The remaining 5% of JHIMS is owned by an affiliate, John Hancock Funds, LLC.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its majority owned and or controlled subsidiaries. All significant intercompany transactions and balances have been eliminated.

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP), which require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Partnerships, joint venture interests and other equity investments in which the Company does not have a controlling financial interest, but has significant influence, are recorded using the equity method of accounting and are included in other invested assets.

Restatements

The accompanying consolidated financial statements and footnote disclosures have been restated as of December 31, 2006 and for the years ended December 31, 2006 and 2005, respectively. There were two items requiring restatement as described below.

During the years 2001 through 2006, the Company was not properly recording the changes in the fair value of non-functional currency available-for-sale investments in accumulated other comprehensive income (OCI) or the realized gains and losses related to such securities in the consolidated statements of income. For available-for-sale fixed maturities and equity securities, foreign exchange movements at each balance sheet date were recorded in foreign currency translation adjustments instead of net unrealized investment gains (losses). In addition, when these non-functional currency available-for-sale securities were sold, the applicable foreign exchange gain or loss was not relieved from accumulated other comprehensive income and recorded in the consolidated statements of income. Certain of these available-for-sale investments supported life and annuity contracts where the investment results of the realized and unrealized investment and other gains (losses) are included in the calculation of current or future gross profits for purposes of amortizing deferred policy acquisition costs (DAC). As a result of the error, DAC was not adjusted for the realized and unrealized foreign exchange gains (losses). The after-tax adjustments to correctly record the related activity decreased total consolidated shareholder’s equity by $48.0 million as of January 1, 2005 (the cumulative consolidated income statement and OCI effect for the years 2001 through 2004), and decreased total consolidated shareholder’s equity by $96.0 million and $89.0 million as of December 31, 2006 and 2005, respectively. Consolidated net income was increased by $12.6 million and $10.7 million for the years ended December 31, 2006 and 2005, respectively, as a result of these adjustments.

Certain intercompany reinsurance activity was not properly presented in the Consolidated Statements of Cash Flows for the years ended December 31, 2006 and 2005. As a result of this error, cash flows provided by (used in) operating activities increased by $402 million and $53 million for the years ended December 31, 2006 and 2005, respectively; cash flows used in investing activities increased by $127 million and $112 million for the years ended December 31, 2006 and 2005, respectively; and cash flows provided by financing activities decreased by $275 million for the year ended December 31, 2006 and increased by $59 million for the year ended December 31, 2005.

F-7

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1 – Summary of Significant Accounting Policies – (continued)

The following is a summary of the line items impacted by the Restatement for the 2006 Consolidated Balance Sheet and the Consolidated Statements of Income and Shareholder’s Equity for the years ended December 31, 2006 and 2005:

	Prior to Restatement*		Adjustments			Restated
	(in millions)
December 31, 2006
Deferred policy acquisition costs	$	4,701	$	(46	)	$	4,655
Total assets		124,841		(46	)		124,795
Deferred income tax liability		762		50			812
Total liabilities		120,059		50			120,109
Retained earnings		1,922		66			1,988
Accumulated other comprehensive income		639		(162	)		477
Total shareholder’s equity		4,782		(96	)		4,686
Total liabilities and shareholder’s equity		124,841		(46	)		124,795
December 31, 2005
Retained earnings		1,410		53			1,463
Accumulated other comprehensive income		667		(142	)		525
Total shareholder’s equity		4,127		(89	)		4,038
January 1, 2005
Retained earnings		1,062		42			1,104
Accumulated other comprehensive income		828		(90	)		738
Total shareholder’s equity		3,919		(48	)		3,871
For the year ended December 31, 2006
Net realized investment and other gains		5		27			32
Total revenue		4,665		27			4,692
Amortization of deferred policy acquisition costs and deferred sales inducements		529		7			536
Total benefits and expenses		3,930		7			3,937
Income before income taxes		735		20			755
Income taxes		223		7			230
Net income		512		13			525
For the year ended December 31, 2005
Net realized investment and other gains		209		22			231
Total revenue		4,017		22			4,039
Amortization of deferred policy acquisition costs and deferred sales inducements		322		5			327
Total benefits and expenses		3,222		5			3,227
Income before income taxes		795		17			812
Income taxes		247		6			253
Net income		548		11			559

The consolidated statements of cash flows were restated as applicable for the items noted above.

* Certain prior year amounts have been reclassified to conform to the current year presentation.

Investments

The Company classifies its fixed maturity securities as available-for-sale and records these securities at fair value. Unrealized gains and losses related to available-for-sale securities are reflected in shareholder’s equity, net of policyholder related amounts and deferred income taxes. Interest income is generally recognized on the accrual basis. The amortized cost of fixed maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in net investment income. The amortized cost of fixed maturity securities is adjusted for impairments in value deemed to be other than temporary, and such adjustments are reported as a component of net realized investment and other gains.

F-8

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1 – Summary of Significant Accounting Policies – (continued)

For mortgage-backed securities, the Company recognizes income using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from anticipated prepayments, the effective yield is recalculated to reflect actual payments to date and anticipated future payments, and any resulting adjustment is included in net investment income.

Net realized investment and other gains, other than those related to separate accounts for which the Company does not bear the investment risk, are determined on a specific identification method and are reported net of amounts credited to participating group annuity contract holder accounts. A decline in the value of a specific security that is considered other-than-temporary results in a write-down of the cost basis of the security and a charge to income in the period of recognition. Unrealized gains and losses, other than unrealized losses that are considered to be other-than-temporary, are reflected directly in accumulated other comprehensive income after adjustments for deferred income taxes, deferred policy acquisition costs, deferred sales inducements, and participating group annuity contracts.

Equity securities include common stock and preferred stock. Equity securities that have readily determinable fair values are carried at fair value. For equity securities that the Company classifies as available-for-sale, unrealized gains and losses on equity securities are reflected in shareholder’s equity, as described above for available-for-sale fixed maturities securities. Equity securities that do not have readily determinable fair values are carried at cost and are included in other invested assets. Impairments in value deemed to be other than temporary are reported as a component of net realized investment and other gains (losses).

Mortgage loans on real estate are carried at unpaid principal balances and are adjusted for amortization of premium or discount, less allowance for probable losses. Premiums or discounts are amortized over the life of the mortgage loan contract in a manner that results in a constant effective yield. Interest income and amortization amounts and other costs that are recognized as an adjustment of yield are included as components of net investment income. When it is probable that the Company will be unable to collect all amounts of principal and interest due according to the contractual terms of the mortgage loan agreement, the loan is deemed to be impaired and a valuation allowance for probable losses is established. The valuation allowance is based on the present value of the expected future cash flows, discounted at the loan’s original effective interest rate, or is based on the collateral value of the loan if higher and the loan is collateral dependent. The Company estimates this level to be adequate to absorb estimated probable credit losses that exist at the balance sheet date. Any change to the valuation allowance for mortgage loans on real estate is reported as a component of net realized investment and other gains. Interest received on impaired mortgage loans on real estate is included in net investment income in the period received. If foreclosure becomes probable, the measurement method used is based on the collateral value. Foreclosed real estate is recorded at the collateral’s fair value at the date of foreclosure, which establishes a new cost basis.

Interest on fixed maturity securities and performing mortgage loans is recorded as income when earned and is adjusted for any amortization of premiums or accretion of discounts. Interest on restructured mortgage loans is recorded as income based on the rate to be paid; interest on delinquent mortgage loans is recorded as income on a cash basis. Dividends are recorded as income on the ex-dividend date.

Investment real estate, which the Company has the intent to hold for the production of income, is carried at depreciated cost, using the straight-line method of depreciation, less adjustments for impairments in value. In those cases where it is determined that the carrying amount of investment real estate is not recoverable, an impairment loss is recognized based on the difference between the depreciated cost and fair value of the asset. The Company reports impairment losses as part of net realized investment and other gains.

Policy loans are reported at unpaid principal balances, which approximate fair value.

Short-term investments, which include investments with maturities when purchased greater than 90 days and less than one year, are reported at fair value.

Derivative Financial Instruments

The Company uses various derivative instruments to hedge and manage its exposures to changes in interest rate levels, foreign exchange rates and equity market prices, and also to manage the duration of assets and liabilities.

All derivative instruments are reported on the Consolidated Balance Sheets in other invested assets or other liabilities at fair value, with changes in fair value recorded in income or other comprehensive income, depending on the nature of the derivative instrument. Changes in the fair value of derivatives not designated as hedges are recognized in income.

F-9

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1 – Summary of Significant Accounting Policies – (continued)

In certain cases, the Company uses hedge accounting by designating derivative instruments as either fair value hedges or cash flow hedges. For derivative instruments that are designated and qualify as fair value hedges, any changes in fair value of the derivative instruments as well as the offsetting changes in fair value of the hedged items are recorded in net realized investment and other gains. For fair value hedges, when the derivative has been terminated, a final fair value change is recorded in net realized investment and other gains, as well as the offsetting changes in fair value for the hedged item. At maturity, expiration or sale of the hedged item, a final fair value change for the hedged item is recorded in net realized investment and other gains, as well as offsetting changes in fair value for the derivative. Basis adjustments are recognized into income as part of net realized investment and other gains.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is recorded in accumulated other comprehensive income, and then reclassified into income when the hedged item affects income. When a cash flow hedge is terminated, the effective portion of the accumulated derivative gain or loss continues to be reported in accumulated other comprehensive income and then is reclassified into income when the hedged item affects income. If it is determined that the forecasted transaction is not probable of occurring, the balance remaining in accumulated other comprehensive income is immediately recognized in earnings.

Hedge effectiveness is assessed quarterly using a variety of techniques including regression analysis and cumulative dollar offset. When it is determined that a derivative is not effective as a hedge, the Company discontinues hedge accounting. In certain cases, there is no hedge ineffectiveness because the derivative instrument was constructed such that all the terms of the derivative exactly match the hedged risk in the hedged item.

In cases where the Company receives or pays a premium as consideration for entering into a derivative instrument (i.e., interest rate caps and floors, and swaptions), the premium is amortized into investment income over the term of the derivative instrument. The change in fair value of such premiums (i.e., the inherent ineffectiveness of the derivative) is excluded from the assessment of hedge effectiveness and is included in net realized investment and other gains (losses). Changes in fair value of derivatives that are not hedges are included in net realized investment and other gains (losses).

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid debt investments with a remaining maturity of three months or less when purchased.

Deferred Policy Acquisition Costs (DAC) and Deferred Sales Inducements (DSI)

Commissions and other expenses that vary with, and are primarily related to, the production of new business are deferred to the extent recoverable and included as an asset. DAC associated with annuity contracts and group pension contracts are being amortized generally in proportion to the present value of expected gross profits from surrender charges and investment, mortality, and expense margins. The amortization is adjusted retrospectively when estimates of current or future gross profits are revised. Assuming the unrealized gains or losses on securities had been realized at year-end, DAC is adjusted for the impact on estimated future gross profits for such unrealized gains (losses). The impact of any such adjustments is included in net unrealized gains (losses) in accumulated other comprehensive income. DAC associated with traditional non-participating individual insurance contracts is amortized over the premium-paying period of the related policies. DAC is reviewed annually to determine recoverability from future income and, if not recoverable, is immediately expensed. As of December 31, 2007 and 2006, the Company’s DAC was deemed recoverable.

The Company currently offers enhanced crediting rates or bonus payments to contract holders on certain of its individual annuity products (Deferred Sales Inducements or DSI). Those inducements that are incremental to amounts the Company credits on similar contracts without sales inducements and are higher than the contracts’ expected ongoing crediting rates for periods after the inducements are capitalized at inception. The capitalized amounts are then amortized over the life of the underlying contracts consistent with the methodology used to amortize DAC. DSI is reviewed annually to determine recoverability from future income, and if not recoverable, is immediately expensed. As of December 31, 2007 and 2006, the Company’s DSI was deemed recoverable.

F-10

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1 – Summary of Significant Accounting Policies – (continued)

Reinsurance

The Company utilizes reinsurance agreements to provide for greater diversification of business, allowing management to control exposure to potential losses arising from large risks and provide additional capacity for growth.

Assets and liabilities related to reinsurance ceded contracts are reported on a gross basis. The accompanying consolidated statements of income reflect premiums, benefits and settlement expenses net of reinsurance ceded. Reinsurance premiums, commissions, expense reimbursements, benefits and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. The Company remains liable to its policyholders to the extent that counterparties to reinsurance ceded contracts do not meet their contractual obligations.

Goodwill

Goodwill, included in other assets, represents the excess of the purchase price paid by the Company over the fair value of the assets and liabilities of Wood Logan Associates (WLA) at the dates the outstanding shares of WLA were acquired. Prior to the adoption of Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets, this goodwill was being amortized over its expected useful life. No goodwill amortization was recorded after the adoption of this standard.

The Company tests goodwill and other non-amortizing intangible assets for impairment on an annual basis, and also in response to any events which suggest that these assets may be impaired (triggering events). Amortizable intangible assets are tested only in response to triggering events. Impairments would be recorded whenever an intangible asset’s fair value is deemed to be less than its carrying value. No impairment was indicated as a result of testing performed in 2007 or 2006.

Separate Accounts

Separate account assets and liabilities reported in the Company’s Consolidated Balance Sheets represent funds that are administered and invested by the Company to meet specific investment objectives of the contract holders. Net investment income and net realized investment and other gains or losses generally accrue directly to such contract holders who bear the investment risk, subject, in some cases, to principal guarantees and minimum guaranteed rates of income. The assets of each separate account are legally segregated and are not subject to claims that arise out of any other business of the Company. Separate account assets are reported at fair value. Deposits, surrenders, net investment income, and net realized investment and other gains or losses and the related liability charges of separate accounts are offset within the same line item in the Consolidated Statements of Income. Fees charged to contract holders, principally mortality, policy administration, and surrender charges, are included in the revenues of the Company.

Future Policy Benefits and Policyholders’ Funds

Policyholder liabilities for traditional non-participating life insurance policies, reinsurance policies, and accident and health policies are computed using the net level premium method. The calculations are based upon estimates as to future mortality, morbidity, persistency, maintenance expenses, and interest rate yields that were applicable in the year of issue. The assumptions include a provision for the risk of adverse deviation.

For payout annuities in loss recognition, policyholder liabilities are computed using estimates of expected mortality, expenses, and investment yields as determined at the time these contracts first moved into loss recognition. Payout annuity reserves are adjusted for the impact of net realized investment and other gains associated with the underlying assets.

For fixed and variable annuities, group pension contracts, variable life contracts, and universal life insurance contracts with no substantial mortality or morbidity risk, policyholder liabilities equal the policyholder account values before surrender charges and additional reserves established on certain guarantees offered in certain variable annuity products. Account values are increased for deposits received and interest credited and are reduced by withdrawals, mortality charges, and administrative expenses charged to the policyholders. Benefit liabilities for annuities during the accumulation period are equal to accumulated contract holders’ fund balances and after annuitization are equal to the present value of expected future payments. Policy benefits charged to expense also include the change in the additional reserve for certain guarantees offered in certain investment type products.

F-11

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1 – Summary of Significant Accounting Policies – (continued)

Benefits for fixed and variable annuities, variable life contracts, universal life insurance contracts, and group pension contracts include interest credited to policyholder account values and benefit claims incurred during the period in excess of policyholder account values.

For traditional participating life insurance policies, policyholder liabilities are computed using the net level premium reserve for death and endowment policy benefits. Mortality and interest assumptions are the same as the non-forfeiture benefit assumptions at the time the policy was issued. For the years 2005 through 2007, interest rate assumptions used in the calculation of the liabilities for traditional participating life insurance policies ranged from 2.5% to 7.8%. As of December 31, 2007 and 2006, participating insurance liabilities expressed as a percentage of total actuarial reserves and account values were 36.1% and 39.2%, respectively.

Estimates of future policy benefit reserves, claim reserves and expenses are reviewed continually and adjusted as necessary; such adjustments are reflected in current earnings. Although considerable variability is inherent in such estimates, management believes that future policy benefit reserves and unpaid claims and claim expense reserves are adequate.

Participating Insurance

For those participating policies in force as of September 23, 1999 and as a result of the demutualization of MLI, separate sub-accounts were established within the participating accounts of the Company. These sub-accounts permit this participating business to be operated as a separate Closed Block of business. As of December 31, 2007 and 2006, $8,997 million and $8,894 million of policyholder liabilities and accruals related to the participating policyholders’ accounts were included in the Closed Block.

JH USA’s Board of Directors approves the amount of policyholder dividends to be paid annually. The aggregate amount of policyholder dividends is calculated based on actual interest, mortality, morbidity and expense experience for the year, and on management’s judgment as to the appropriate level of statutory surplus to be retained by the Company.

Revenue Recognition

Premiums on long-duration life insurance and reinsurance contracts are recognized as revenue when due. Premiums on short-duration contracts are earned over the related contract period. Net premiums on limited-payment contracts are recognized as revenue and the difference between the gross premium received and the net premium is deferred and recognized in income based on either a constant relationship to insurance in force or the present value of annuity benefits, depending on the product type.

Fee income from annuity contracts, pension contracts, and insurance contracts consists of charges for mortality, expense, surrender and administration that have been assessed against the policyholder account balances. To the extent such charges compensate the Company for future services, they are deferred and will be recognized in income over the period earned using the same assumptions as those associated with the amortization of DAC.

Share Based Payments

The Company adopted SFAS 123(R), Share Based Payment, on January 1, 2006. This standard requires that the costs resulting from share based payment transactions with employees be recognized in the financial statements using a fair value based measurement method. The Company had previously adopted the fair value recognition provisions of SFAS 123, Accounting for Stock Options, effective January 1, 2003 prospectively for all options granted to employees on or after January 1, 2002.

Certain Company employees are provided compensation in the form of stock options, deferred share units, and restricted share units in MFC. The fair value of the stock options granted by MFC to the Company’s employees is recorded by the Company over the vesting periods. The fair value of the deferred share units granted by MFC to Company employees is recognized in the accounts of the Company over the vesting periods of the units. The intrinsic fair value of the restricted share units granted by MFC to the Company’s employees is recognized in the accounts of the Company over the vesting periods of the units. The share-based payments are a legal obligation of MFC, but in accordance with U.S. generally accepted accounting principles, are recorded in the accounts of the Company in other operating costs and expenses.

F-12

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1 – Summary of Significant Accounting Policies – (continued)

Upon adoption of SFAS 123(R), the Company was required to determine the portion of additional paid in capital that was generated from the realization of excess tax benefits prior to the adoption of SFAS 123(R) available to offset deferred tax assets that may need to be written off in future periods had the Company adopted the SFAS 123 fair value recognition provisions in 2001. The Company elected to calculate this pool of additional paid in capital using the shortcut method as permitted by FASB Staff Position (FSP) 123(R)-3, Transition Election to Accounting for the Tax Effects of Share Based Payment Awards.

SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow. This requirement reduces net operating cash flows and increase net financing cash flows in periods after adoption. In 2007 the Company recognized $2 million of excess tax benefits which was reclassified from net operating cash flows to net financing cash flows. Upon adoption in 2006, the Company recognized $2 million of excess tax benefits related to share based payments which was reclassified from net operating cash flows to net financing cash flows.

Federal Income Taxes

The provision for Federal income taxes includes amounts currently payable or recoverable and deferred income taxes, computed under the liability method, resulting from temporary differences between the tax basis and book basis of assets and liabilities. A valuation allowance is established for deferred tax assets when it is more likely than not that an amount will not be realized.

Foreign Currency Translation

The consolidated balance sheets of the Company’s foreign operations and the Company’s non-U.S. dollar investments are translated into U.S. dollars using translation rates in effect at the Consolidated Balance Sheet dates. The Consolidated Statements of Income of the Company’s foreign operations are translated into U.S. dollars using average translation rates prevailing during the respective periods. Translation adjustments are included in accumulated other comprehensive income.

Recent Accounting Pronouncements

FASB Staff Position FIN39-1

Amendment of Offsetting of Amounts Related to Certain Contracts (FSP FIN39-1)

In April 2007, the FASB issued FSP FIN 39-1 to amend the reporting standards for offsetting amounts related to derivative instruments with the same counterparty. FSP FIN 39-1 specifies that an entity that has in the past elected to offset fair value of derivative assets and liabilities may change its policy election. The Company early adopted FSP FIN 39-1 in the quarter ended December 31, 2007, changing its accounting policy from net to gross balance sheet presentation for offsetting derivative balances with the same counterparty. This accounting policy change was applied retrospectively to all periods presented, resulting in an increase of derivative assets equally offset by an increase in derivative liabilities at December 31, 2007 and 2006 of $57 million and $13 million, respectively.

Statement of Financial Accounting Standards No.159, the Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159)

In February 2007, the FASB issued SFAS 159. SFAS 159’s objective is to enable companies to mitigate the earnings volatility caused by measuring related assets and liabilities differently, without having to apply complex hedge accounting provisions. SFAS 159 provides the option to use fair value accounting for most financial assets and financial liabilities, with changes in fair value reported in earnings. Selection of the fair value option is irrevocable, and can be applied on a partial basis, i.e., to some but not all similar financial assets or liabilities.

F-13

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1 – Summary of Significant Accounting Policies – (continued)

SFAS 159 will be effective for the Company beginning January 1, 2008, and will then be prospectively applicable. The Company is currently evaluating the impact of adoption of SFAS 159 will have on its consolidated financial position and results of operations.

Statement of Financial Accounting Standards No.158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 123(R) (SFAS 158)

In September 2006, the FASB issued SFAS 158. SFAS 158 requires the Company to recognize in its consolidated balance sheet either assets or liabilities for overfunded or underfunded status of its defined benefit postretirement plans. Changes in the funded status of a defined benefit postretirement plan are recognized in accumulated comprehensive income in the year the changes occur.

SFAS 158 was effective for the Company on December 31, 2006. As a result of the adoption of SFAS 158 as of December 31, 2006, the Company recorded a decrease of $2 million, net of tax benefit of $1 million, to accumulated other comprehensive income to recognize the funded status of its defined benefit pension and other post-retirement benefit plans.

Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157)

On September 15, 2006, the FASB issued SFAS 157. This standard, which provides guidance on how to measure fair values of assets and liabilities, applies whenever other standards require or permit assets or liabilities to be measured at fair value, but does not discuss when to use fair value accounting. SFAS 157 establishes a fair value measurement hierarchy that gives the highest priority to quoted prices in active markets and the lowest priority to market-unobservable data. It requires enhanced disclosure of fair value measurements including tabular disclosure by level of fair valued assets and liabilities within the hierarchy and tabular presentation of continuity within the period of those fair value items valued using the lowest hierarchy level.

SFAS 157 will be effective for the Company beginning January 1, 2008 and will then be prospectively applicable. The Company expects that the adoption of SFAS 157 will have a material effect on its consolidated financial position and results of operations. The impact of adoption is currently being refined.

FASB Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48)

In June 2006 the FASB issued FIN 48. FIN 48 prescribes recognition and measurement model for impact of tax positions taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 requires evaluation of whether a tax position taken on a tax return is more likely than not to be sustained if challenged, and if so, evaluation of the largest benefit that is more than 50% likely of being realized on ultimate settlement. Differences between these benefits and actual tax positions result in either (A) an increase in a liability for income taxes payable or a reduction of an income tax refund receivable, (B) a reduction in a deferred tax asset or an increase in a deferred tax liability, or both A and B. FIN 48 requires recording a cumulative effect of adoption in retained earnings as of the beginning of the year of adoption.

FIN 48 was effective for the Company’s consolidated financial statements beginning January 1, 2007. The Company had no cumulative effect of adoption to its January 1, 2007 consolidated retained earnings. Adoption of FIN 48 had no material impact on the Company’s consolidated financial position at December 31, 2007 and consolidated results of operations for the year ended December 31, 2007.

AICPA Statement of Position 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts (SOP 05-1)

In September 2005, the Accounting Standards Executive Committee (AcSEC) of the American Institute of Certified Public Accountants (AICPA) issued SOP 05-1. SOP 05-1 provides guidance on accounting for deferred acquisition costs of internal replacements of insurance and investment contracts. An internal replacement that is determined to result in a replacement contract that is substantially changed from the replaced contract should be accounted for as an extinguishment of the replaced contract. Unamortized deferred acquisition costs, unearned revenue liabilities, and deferred sales inducement assets from extinguished contracts should no longer be deferred and instead be charged off to expense.

F-14

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1 – Summary of Significant Accounting Policies – (continued)

SOP 05-1 was effective for the Company’s internal replacements occurring on or after January 1, 2007. Retrospective adoption is not permitted. In connection with the Company’s adoption of SOP 05-1 as of January 1, 2007, there was no impact to the Company’s consolidated financial position or results of operations.

Emerging Issues Task Force Issue No. 04-5, Investor’s Accounting for an Investment in a Limited Partnership When the Investor Is the Sole General Partner and the Limited Partners Have Certain Rights (EITF 04-5)

In July 2005, the Emerging Issues Task Force of the FASB issued EITF 04-5. EITF 04-5 mandates a rebuttable presumption that the general partner of a partnership (or managing member of a limited liability company) controls the partnership and should consolidate it, unless limited partners have either substantive kickout rights (defined as the ability to remove the general partner without cause by action of simple majority) or have substantive participating rights (defined as the ability to be actively involved in managing the partnership) or the partnership is a Variable Interest Entity (VIE), in which case VIE consolidated accounting rules should instead be followed. The Company’s adoption of EITF 04-5 in 2006 resulted in no impact to its consolidated financial position and results of operations.

Note 2 – Investments

The following information summarizes the components of net investment income and net realized investment and other gains (losses):

	For the year ended December 31,
	2007		2006			2005
	(in millions)
Net investment income
Fixed maturities	$	798	$	730		$	705
Equity securities		38		24			17
Mortgage loans on real estate		145		152			157
Real estate		100		98			92
Policy loans		185		166			202
Short term investments		145		61			29
Other		7		(8	)		2
Gross investment income		1,418		1,223			1,204
Less investment expenses		81		60			35
Net investment income	$	1,337	$	1,163		$	1,169
			Restated			Restated
Net realized investment and other gains (losses)
Fixed maturities	$	69	$	(27	)	$	196
Equity securities		38		44			20
Mortgage loans on real estate		13		13			20
Real estate		—		7			(2	)
Derivatives and other invested assets		42		(5	)		(3	)
Net realized investment and other gains	$	162	$	32		$	231

Gross gains were realized on the sale of available-for-sale securities of $203 million, $189 million (Restated), and $273 million (Restated) for the years ended December 31, 2007, 2006, and 2005, and gross losses were realized on the sale of available-for-sale securities of $51 million, $132 million, and $77 million for the years ended December 31, 2007, 2006, and 2005. In addition, other-than-temporary impairments on available-for-sale securities of $74 million, $64 million, and $14 million for the years ended December 31, 2007, 2006, and 2005 were recognized in the Consolidated Statements of Income.

F-15

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Investments – (continued)

As of December 31, 2007 and 2006, all fixed maturity and equity securities were classified as available-for-sale and reported at fair value. The amortized cost and fair value are summarized below as of the dates indicated:

	December 31, 2007
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
Available-for-Sale:
Corporate securities	$	10,364	$	574	$	(121	)	$	10,817
Asset-backed & mortgage-backed securities		992		15		(2	)		1,005
Obligations of states and political subdivisions		83		4		—			87
Debt securities issued by foreign governments		893		145		—			1,038
U.S. Treasury securities and obligations of U.S. government corporations and agencies		718		24		—			742
Total fixed maturities available-for-sale		13,050		762		(123	)		13,689
Equity securities		781		193		(18	)		956
Total fixed maturities and equity securities available-for-sale	$	13,831	$	955	$	(141	)	$	14,645

	December 31, 2006
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
Available-for-Sale:
Corporate securities	$	7,543	$	477	$	(64	)	$	7,956
Asset-backed & mortgage-backed securities		35		—		(1	)		34
Obligations of states and political subdivisions		10		1		—			11
Debt securities issued by foreign governments		45		7		(1	)		51
U.S. Treasury securities and obligations of U.S. government corporations and agencies		3,554		26		(3	)		3,577
Total fixed maturities available-for-sale		11,187		511		(69	)		11,629
Equity securities		840		187		(5	)		1,022
Total fixed maturities and equity securities available-for-sale	$	12,027	$	698	$	(74	)	$	12,651

The amortized cost and fair value of fixed maturities as of December 31, 2007, by contractual maturity, are shown below:

	Amortized Cost		Fair Value
	(in millions)
Available-for-Sale:
Due in one year or less	$	386	$	387
Due after one year through five years		1,777		1,817
Due after five years through ten years		3,967		4,042
Due after ten years		5,928		6,438
		12,058		12,684
Asset-backed and mortgage-backed securities		992		1,005
Total fixed maturities available-for-sale	$	13,050	$	13,689

Expected maturities may differ from contractual maturities because eligible borrowers may exercise their right to call or prepay obligations with or without call or prepayment penalties.

As of December 31, 2007, fixed maturity securities with a fair value of $7 million (2006—$8 million) were on deposit with government authorities as required by law.

F-16

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Investments – (continued)

Available-for-sale securities with amortized cost of $0 million and $1 million were non-income producing as of December 31, 2007 and 2006, respectively.

The Company participates in a security lending program for the purpose for enhancing income on securities held. At December 31, 2007 and 2006, $1,476 million and $1,320 million, respectively, of the Company’s securities, at market value, were on loan to various brokers or dealers, and were fully collateralized by cash and highly liquid securities. The market value of the loaned securities is monitored on a daily basis, and the collateral is maintained at a level of at least 102% of the loaned securities’ market value.

Depreciation expense on investment real estate was $26 million in 2007, 2006, and 2005, respectively. Accumulated depreciation was $218 million and $193 million at December 31, 2007 and 2006, respectively.

Analysis of unrealized losses on fixed maturities securities

The Company has a process in place to identify securities that could potentially have an impairment that is other than temporary. This process involves monitoring market events that could impact issuers’ credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts and cash flow projections as indicators of credit issues.

At the end of each quarter, the Manulife Loan Review Committee (the committee) reviews all securities where market value is less than eighty percent of amortized cost for six months or more to determine whether impairments need to be taken. The committee meets with the management responsible for restructurings, as well as the management of each industry team, and portfolio management. The analysis focuses on each investee company’s or project’s ability to service its debts in a timely fashion and the length of time the security has been trading below amortized cost. The results of this analysis are reviewed by the Manulife Credit Committee. The Loan Review Committee includes Manulife’s Chief Financial Officer, Chief Investment Officer, Chief Risk Officer, Chief Credit Officer, and other senior management. This quarterly process includes a fresh assessment of the credit quality of each investment in the entire fixed maturities portfolio.

The Company considers relevant facts and circumstances in evaluating whether the impairment of a security is other than temporary. Relevant facts and circumstances considered include (1) the length of time the fair value has been below cost; (2) the financial position of the issuer, including the current and future impact of any specific events; and (3) the Company’s ability and intent to hold the security to maturity or until it recovers in value. To the extent the Company determines that a security is deemed to be other than temporarily impaired the difference between amortized cost and fair value is charged to earnings.

There are a number of significant risks and uncertainties inherent in the process of monitoring impairments and determining if impairment is other than temporary. These risks and uncertainties include (1) the risk that the committee’s assessment of an issuer’s ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer, (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated, (3) the risk that fraudulent information could be provided to the Manulife investment professionals who determine the fair value estimates and other than temporary impairments, and (4) the risk that new information obtained by Manulife, or changes in other facts and circumstances lead to a change in the intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to earnings in a future period.

The cost amounts for both fixed maturity securities and equity securities are net of the other-than-temporary impairment charges.

As of December 31, 2007 and 2006, there were 339 and 425 fixed maturity securities with an aggregate gross unrealized loss of $123 million and $69 million as of December 31, 2007 and 2006, of which the single largest unrealized loss was $16 million and $2 million as of December 31, 2007 and 2006, respectively. The Company anticipates that these fixed maturity securities will perform in accordance with their contractual terms and currently has the ability and intent to hold these securities until they recover or mature.

F-17

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Investments – (continued)

As of December 31, 2007 and 2006, there were 174 and 75 equity securities with an aggregate gross unrealized loss of $18 million and $5 million as of December 31, 2007 and 2006, of which the single largest unrealized loss was $1 million and $1 million as of December 31, 2007 and 2006, respectively. The Company anticipates that these equity securities will recover in value.

Unrealized Losses on Fixed Maturity and Equity Securities
	As of December 31, 2007
	Less than 12 months					12 months or more					Total
Description of securities:	Carrying Value of Securities with Gross Unrealized Losses		Unrealized Losses			Carrying Value of Securities with Gross Unrealized Losses		Unrealized Losses			Carrying Value of Securities with Gross Unrealized Losses		Unrealized Losses
U.S. Treasury obligations and direct obligations of U.S. government agencies	$	6	$	—		$	24	$	—		$	30	$	—
Federal agency mortgage-backed securities		99		(2	)		32		—			131		(2	)
Fixed maturity securities issued by foreign governments		—		—			8		—			8		—
Corporate securities		1,521		(50	)		1,462		(71	)		2,983		(121	)
Total fixed maturity securities		1,626		(52	)		1,526		(71	)		3,152		(123	)
Equity securities		145		(18	)		—		—			145		(18	)
Total fixed maturity and equity securities	$	1,771	$	(70	)	$	1,526	$	(71	)	$	3,297	$	(141	)
Unrealized Losses on Fixed Maturity and Equity Securities
	As of December 31, 2006
	Less than 12 months					12 months or more					Total
Description of securities:	Carrying Value of Securities with Gross Unrealized Losses		Unrealized Losses			Carrying Value of Securities with Gross Unrealized Losses		Unrealized Losses			Carrying Value of Securities with Gross Unrealized Losses		Unrealized Losses
U.S. Treasury obligations and direct obligations of U.S. government agencies	$	478	$	(2	)	$	47	$	(1	)	$	525	$	(3	)
Federal agency mortgage-backed securities		7		—			17		(1	)		24		(1	)
Fixed maturity securities issued by foreign governments		—		—			10		(1	)		10		(1	)
Corporate securities		1,200		(26	)		1,319		(38	)		2,519		(64	)
Total fixed maturity securities		1,685		(28	)		1,393		(41	)		3,078		(69	)
Equity securities		77		(3	)		19		(2	)		96		(5	)
Total fixed maturity and equity securities	$	1,762	$	(31	)	$	1,412	$	(43	)	$	3,174	$	(74	)

Gross unrealized losses above include unrealized losses from hedging adjustments. Gross unrealized losses from hedging adjustments represent the amount of the unrealized loss that result from the security being designated as a hedged item in a fair value hedge. When a security is so designated, its cost basis is adjusted in response to movements in interest rates. These adjustments, which are non-cash and reverse over time as the asset and derivative mature, impact the amount of unrealized loss on a security. The remaining portion of the gross unrealized loss represents the impact of interest rates on the non-hedged portion of the portfolio and unrealized losses due to creditworthiness on the total fixed maturity portfolio.

F-18

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Investments – (continued)

At December 31, 2007 and 2006, the fixed maturity securities had a total gross unrealized loss of $123 million and $69 million, respectively, including basis adjustments related to hedging relationships. Unrealized losses can be created by rising interest rates or by rising credit concerns and hence widening credit spreads. Credit concerns tend to play a larger role in the unrealized losses on below investment grade securities. Unrealized losses on investment grade securities principally relate to changes in interest rates or changes in credit spreads since the securities were acquired. Credit rating agencies’ statistics indicate that investment grade securities have been found to be less likely to develop credit concerns. The gross unrealized loss on below investment grade fixed maturity securities increased to $19 million at December 31, 2007 from $1 million at December 31, 2006 primarily due to interest rate changes.

Mortgage loans on real estate

Mortgage loans on real estate are evaluated periodically as part of the Company’s loan review procedures and are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the mortgage agreement. The allowance for losses is maintained at a level believed adequate by management to absorb estimated probable credit losses that exist at the balance sheet date. Management’s periodic evaluation of the adequacy of the allowance for losses is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of the underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires estimating the amounts and timing of future cash flows expected to be received on impaired mortgage loans that may be susceptible to significant change. Any change to the valuation allowance for mortgage loans on real estate is reported as a component of net realized investment and other gains.

Changes in the allowance for possible losses on mortgage loans on real estate were as follows:

(in millions)	Balance at Beginning of Period		Additions		Deductions		Balance at End of Period
Year ended December 31, 2007	$	3	$	5	$	5	$	3
Year ended December 31, 2006	$	5	$	1	$	3	$	3
Year ended December 31, 2005	$	7	$	3	$	5	$	5

At December 31, 2007 and 2006, the total recorded investment in mortgage loans considered to be impaired along with the related provision for losses, were as follows:

	As of December 31,
	2007			2006
	(in millions)
Impaired mortgage loans on real estate with provision for losses	$	12		$	12
Provision for losses		(3	)		(3	)
Net impaired mortgage loans on real estate	$	9		$	9

The average recorded investment in impaired mortgage loans and the interest income recognized on impaired mortgage loans were as follows:

	Years Ended December 31,
	2007		2006		2005
	(in millions)
Average recorded investment in impaired mortgage loans	$	12	$	16	$	31
Interest income recognized on impaired mortgage loans	$	—	$	—	$	—

F-19

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 2 – Investments – (continued)

The payment terms of mortgage loans on real estate may be restructured or modified from time to time. Generally, the terms of the restructured mortgage loans call for the Company to receive some form or combination of an equity participation in the underlying collateral, excess cash flows or an effective yield at the maturity of the loans sufficient to meet the original terms of the loans.

There were no restructured mortgage loans as of December 31, 2007 and 2006.

At December 31, 2007, the mortgage portfolio was diversified by specific collateral property type and geographic region as displayed below:

Collateral Property Type	Carrying Amount			Geographic Concentration	Carrying Amount
	(in millions)				(in millions)
Apartments	$	322		East North Central	$	272
Industrial		493		East South Central		35
Office buildings		941		Middle Atlantic		441
Retail		451		Mountain		207
Multi family		4		New England		124
Mixed use		74		Pacific		684
Agricultural		64		South Atlantic		509
Other		68		West North Central		14
				West South Central		131
Allowance for losses		(3	)	Allowance for losses		(3	)
Total	$	2,414		Total	$	2,414

Mortgage loans with outstanding principal balances of $11 million were non-income producing as of December 31, 2007. There was $1 million of non-income producing real estate as of December 31, 2007.

Note 3 – Derivatives and Hedging Instruments

The Company uses various derivative instruments to hedge and manage its exposure to changes in interest rate levels, foreign exchange rates, and equity market prices, and to manage the duration of assets and liabilities.

The fair value of derivative instruments classified as assets at December 31, 2007 and 2006 was $216 million and $52 million, respectively, and is reported on the Consolidated Balance Sheets in other assets. The fair value of derivative instruments classified as liabilities at December 31, 2007 and 2006 was $309 million, and $104 million, respectively, and is reported on the Consolidated Balance Sheets in other liabilities.

Fair Value Hedges

The Company uses interest rate futures contracts and interest rate swap agreements as part of its overall strategies of managing the duration of assets and liabilities or the average life of certain asset portfolios to specified targets. Interest rate swap agreements are contracts with counterparties to exchange interest rate payments of a differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal). The net differential to be paid or received on interest rate swap agreements and currency rate swap agreements is accrued and recognized as a component of net investment income.

The Company uses cross currency rate swap agreements to manage exposures to foreign currency arising from its consolidated balance sheet assets and liabilities. Cross currency swap agreements involve an initial and financial exchange of principal amounts between parties as well as the exchange of fixed or floating interest payments in one currency for the receipt of fixed or floating interest payments in another currency.

F-20

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 3 – Derivatives and Hedging Instruments – (continued)

Product Derivatives

The Company offers certain variable annuity products with a guaranteed minimum withdrawal benefit (GMWB) rider. This rider is effectively an embedded option on the basket of the mutual funds which is sold to contract holders. Beginning in November 2007, for certain contracts issued during 2007, the Company started a hedging program to reduce its exposure to the GMWB rider. This dynamic hedging program uses interest rate swaps, equity index futures (including but not limited to the Dow Jones Industrial, Standard & Poor’s 500, Russell 2000, and Dow Jones Euro Sox 50 indices), and foreign currency futures to match the sensitivities of the GMWB rider liability to the market risk factors.

For the years ended December 31, 2007, 2006 and 2005, the Company recognized net gains of $0.2 million and $3 million, and net losses of $2 million, respectively, related to the ineffective portion of its fair value hedges.

Cash Flow Hedges

The Company also uses interest rate swap agreements to hedge the variable cash flows arising from floating-rate assets held on its Consolidated Balance Sheet. Under interest rate swap agreements, the Company agrees with other parties to exchange, at specific intervals, the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed notional principal amount. Generally, no cash is exchanged at the outset of the contract and neither party makes principal payments.

The Company uses cross currency swaps to manage exposures to foreign currency and variable interest rates arising from its on-balance sheet assets. Cross currency swaps involve an initial and final exchange of principal amounts between parties as well as the exchange of fixed or floating interest payments in one currency for the receipt of fixed or floating interest payments in another currency. The Company uses foreign currency forward contracts to hedge foreign exchange risk, as it generates revenue and holds assets in U.S. dollars, but incurs a significant portion of its maintenance and policy acquisition expenses in Canadian dollars. These foreign currency contracts qualify as cash flow hedges of foreign currency expenses.

For the years ended December 31, 2007 and 2006 the Company recognized gains of $0 million and $0 million related to the ineffective portion of its cash flow hedges. For the years ended December 31, 2007 and 2006 all of the Company’s hedged forecast transactions qualified as cash flow hedges.

For the year ended December 31, 2007, a net gain of $0.5 million was reclassified from accumulated other comprehensive income to earnings. It is anticipated that approximately $0.2 million will be reclassified from accumulated other comprehensive income to earnings within the next twelve months. The maximum length for which variable cash flows are hedged is 3.6 years.

For the years ended December 31, 2007 and 2006, no cash flow hedges were discontinued because it was probable that the original forecasted transactions would not occur by the end of the originally specified time period documented at inception of the hedging relationship.

For the years ended December 31, 2007, 2006 and 2005, losses of $0.3 million, $9.8 million, and $8.3 million, (net of tax of $0.2 million, $5.3 million, and $4.5 million) representing the effective portion of the change in fair value of derivative instruments designated as cash flow hedges were added to accumulated other comprehensive income, resulting in a balance of $0.1 million, $0.4 million, and $5.1 million (net of tax of $0.1 million, $0.3 million and $2.8 million) at December 31, 2007, 2006 and 2005, respectively.

For the years ended December 31, 2007 and 2006, the Company recognized net gains of $21.6 million and net losses of $17.8 million, respectively, related to derivatives in a non-hedge relationship. These amounts are recorded in net realized investment and other gains and losses.

The Company enters into interest rate swap agreements, cancelable interest rate swap agreements, total return swaps, interest rate futures contracts, credit default swaps and interest rate cap and floor agreements to manage exposure to interest rates as described above under Fair Value Hedges, without designating the derivatives as hedging instruments.

In addition, the Company uses interest rate floor agreements to hedge the interest rate risk associated with minimum interest rate guarantees in certain of its businesses without designating the derivatives as hedging instruments.

F-21

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 3 – Derivatives and Hedging Instruments – (continued)

Outstanding derivative instruments were as follows:

	As of December 31,
	2007						2006
	Notional Amount		Carrying Value		Fair Value		Notional Amount		Carrying Value		Fair Value
	(in millions)
Assets:
Derivatives:
Interest rate swap agreements	$	1,653	$	28.2	$	28.2	$	1,230	$	33.8	$	33.8
Currency rate swap agreements		1,214		178.9		178.9		1,030		18.4		18.4
Foreign exchange forward agreements		89		8.9		8.9		38		0.2		0.2
Liabilities:
Derivatives:
Interest rate swap agreements	$	1,818	$	22.1	$	22.1	$	1,893	$	48.5	$	48.5
Currency rate swap agreements		1,567		276.4		276.4		1,128		45.1		45.1
Equity Swaps		0.5		1.4		1.4		—		—		—
Foreign exchange forward agreements		212		8.8		8.8		323		10.4		10.4
Embedded derivatives		2		—		—		2		—		—

Note 4 – Income Taxes

JH USA and its subsidiaries (collectively the companies) join with MIC and other affiliates in filing a consolidated federal income tax return. John Hancock Life Insurance Company of New York (JHNY), a wholly-owned subsidiary of the Company, filed a separate federal income tax return for the year ended December 31, 2005. JHNY joined the companies in filing a consolidated federal income tax return for the years ended December 31, 2007 and 2006.

In accordance with the income tax sharing agreements in effect for the applicable tax years, the Company’s income tax provision (or benefit) is computed as if JH USA and the companies each filed separate federal income tax returns. The tax charge to each of the respective companies will not be more than that which each company would have paid on a separate return basis. Intercompany settlements of income taxes are made through an increase or reduction to amounts due to or from affiliates. Such settlements occur on a periodic basis in accordance with the tax sharing agreements. Tax benefits from operating losses are provided at the U.S. statutory rate plus any tax credits attributable, provided the consolidated group utilizes such benefits currently.

The components of income tax expense were as follows:

	For the Year Ended December 31,
	2007		2006			2005
	(in millions)
Current taxes:
Federal	$	223	$	(7	)	$	128
Deferred taxes:
Federal - Restated		50		237			125
Total income tax expense - Restated	$	273	$	230		$	253

F-22

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 4 – Income Taxes – (continued)

A reconciliation of income taxes computed by applying the 35% federal income tax rate to income before income taxes to income tax expense charged to operations follows:

	For the Year Ended December 31,
	2007			2006			2005
	(in millions)
Tax at 35% — Restated	$	348		$	264		$	284
Add (deduct):
Prior year taxes		(43	)		(4	)		(9	)
Tax exempt investment income		(160	)		(42	)		(28	)
Unrecognized tax benefits		161			9			3
Credits		(35	)		—			—
Other		2			3			3
Total income tax expense — Restated	$	273		$	230		$	253

Deferred income tax assets and liabilities result from tax affecting the differences between the financial statement values and income tax values of assets and liabilities at each consolidated balance sheet date. The significant components of the Company’s deferred tax assets and liabilities were as follows:

	December 31,
	2007		2006
			Restated
	(in millions)
Deferred tax assets:
Policy reserve adjustments	$	785	$	891
Tax credits		139		79
Net operating loss carryforwards		86		—
Other		30		7
Total deferred tax assets		1,040		977
Deferred tax liabilities:
Deferred policy acquisition costs	$	1,147	$	974
Unrealized gains on securities available-for-sale		447		419
Premiums receivable		24		21
Investments		303		236
Reinsurance		104		97
Other		15		42
Total deferred tax liabilities		2,040		1,789
Net deferred tax liabilities	$	1,000	$	812

F-23

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 4 – Income Taxes – (continued)

As of December 31, 2007, the Company had $246 million of operating loss carry forwards that will expire in various years through 2022. As of December 31, 2007, the Company had $139 million of unused tax credits. Unused tax credits will expire in various years through 2025. The Company believes that it will realize the full benefit of its deferred tax assets.

The Company made income tax payments of $28 million, $9 million, and $66 million in 2007, 2006, and 2005, respectively.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions the Company is no longer subject to U.S. federal, state or local income tax examinations by taxing authorities for years before 1998. The Internal Revenue Service (IRS) completed its examinations for years 1998 through 2003 on December 31, 2005. The Company has filed protests with the IRS Appeals Division of various adjustments raised by the IRS in its examinations of these years. The IRS commenced an examination of the Company’s U.S. income tax returns for years 2004 through 2005 in the third quarter of 2007 that is anticipated to be completed by the end of 2009.

The Company adopted the provisions of FIN 48 on January 1, 2007. In connection with the adoption of FIN 48, the Company did not recognize an increase or decrease in its liability for unrecognized tax benefits.

A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2007 is as follows:

	Amount of Unrecognized Tax Benefits as of December 31, 2007
	(in millions)
Balance as of January 1, 2007	$	230
Additions based on tax positions related to the current year		77
Reductions based on tax positions related to current year		(7	)
Additions for tax positions of prior years		89
Reductions for tax positions of prior years		(10	)
Balance as of December 31, 2007	$	379

Included in the balance as of December 31, 2007, are $291 million of unrecognized benefits that, if recognized, would affect the Company’s effective tax rate.

Included in the balance as of December 31, 2007, are $88 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest or penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of taxes to an earlier period.

The Company recognizes interest expense related to unrecognized tax benefits in other operating costs and expenses and penalties in income tax expense. During the years ended December 31, 2007, and 2006, the Company recognized approximately $(24) and $17 million, in interest (benefit) expense, respectively. The Company had approximately $39 million and $63 million accrued for interest as of December 31, 2007 and December 31, 2006, respectively. The Company did not recognize any material amounts of penalties during the years ended December 31, 2007, 2006, and 2005.

F-24

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 5 – Related Party Transactions

The Company has formal service agreements with MFC and MLI, which can be terminated by either party upon two months notice. Under the various agreements, the Company will pay direct operating expenses incurred by MFC and MLI on behalf of the Company. Services provided under the agreements include legal, actuarial, investment, data processing, accounting and certain other administrative services. Costs incurred under the agreements were $336 million, $323 million, and $293 million for the years ended December 31, 2007, 2006, and 2005. As of December 31, 2007 the Company has amounts receivable from MFC and MLI of $18 million. As of December 31, 2006 the Company had accrued liabilities to MFC and MLI of $26 million.

There are two service agreements, both effective as of April 28, 2004, between the Company and John Hancock Life Insurance Company (JHLICO). Under one agreement, the Company provides services to JHLICO, and under the other JHLICO provides services to the Company. In both cases, the Provider of the services can also employ a Provider Affiliate to provide services. In the case of the service agreement where JHLICO provides services to the Company, a Provider Affiliate means JHLICO’s parent, John Hancock Financial Services, Inc., (JHFS), and its direct and indirect subsidiaries. Net services provided by the Company to JHLICO were $126 million for the year ended December 31, 2007, $111 million for the year ended December 31, 2006, and $92 million for the year ended December 31, 2005. As of December 31, 2007 and 2006 there were accrued receivables from JHLICO to the Company of $87 million and $104 million, respectively.

Management believes the allocation methods used for service agreements are reasonable and appropriate in the circumstances; however, the Company’s Consolidated Balance Sheets may not necessarily be indicative of the financial condition that would have existed if the Company operated as an unaffiliated entity.

On December 14, 2006, the Company issued one share of common stock to MIC for $71 million in cash.

MFC also provides a claims paying guarantee to certain U.S. policyholders.

On December 20, 2002, the Company entered into a reinsurance agreement with Manulife Reinsurance Limited (Bermuda) (MRBL), an affiliated company, to reinsure a block of variable annuity business. The contract reinsures all risks; however, the primary risk reinsured is investment and lapse risk with only limited coverage of mortality risk. Accordingly, the contract was classified as financial reinsurance and given deposit-type accounting treatment. Under the terms of the agreement, the Company received a ceding commission of $397 million, $371 million, and $338 million for the years ended December 31, 2007, 2006, and 2005, respectively. These are classified as unearned revenue. The amounts are being amortized to income as payments are made to MRBL. The balance of this unearned revenue as of December 31, 2007 and 2006 was $437 million and $425 million, respectively.

On December 31, 2003, the Company entered into a reinsurance agreement with MRBL, to reinsure 90% of the non-reinsured risk of the closed block of participating life insurance business. As approximately 90% of the mortality risk is covered under previously existing contracts with third party reinsurers and the resulting limited mortality risk is inherent in the new contract with MRBL, it was classified as financial reinsurance and given deposit-type accounting treatment. The Company retained title to the invested assets supporting this block of business. These invested assets are held in a trust on behalf of MRBL and are included in amounts due from and held for affiliates in the Consolidated Balance Sheets. The amounts held at December 31, 2007 and 2006 were $2,737 million and $2,616 million, respectively, and are accounted for as invested assets available-for-sale.

F-25

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 5 – Related Party Transactions – (continued)

Pursuant to a promissory note issued December 19, 2000 and to a Credit Agreement of the same date, the Company borrowed $250 million from an affiliate, Manulife Hungary Holdings KFT (MHHL). The maturity date with respect to this note is 365 days following the date of the borrowing; however, the note is normally renegotiated at each anniversary date. Interest is calculated at a fluctuating rate equal to 3-month U.S. dollar London Inter-Bank Offer Rate (LIBOR) plus 25 basis points and is payable quarterly. The interest rate was 5.09% as of December 31, 2007. On December 30, 2002, the Company repaid $176 million of the original principal balance. On December 21, 2007 the Company repaid $70 million of the remaining principal balance. The principal balance outstanding as of December 31, 2007 and 2006 was $4 million and $74 million, respectively. Interest expense was $4.2 million for the year ended December 31, 2007 (2006 - $4.0 million; 2005 - $2.6 million) Interest expense on all borrowings from related parties is included in other operating costs and expenses on the Consolidated Statements of Income.

Pursuant to a promissory note issued August 7, 2001 and to a Credit Agreement of the same date, the Company borrowed $4 million from MHHL. The maturity date with respect to this note is 365 days after the date of the borrowing; however, the note is normally renegotiated at each anniversary date. Interest is calculated at a fluctuating rate equal to 3-month LIBOR plus 25 basis points and is payable quarterly. The interest rate was 5.09% as of December 31, 2007. Interest expense was $0.2 million for the year ended December 31, 2007 (2006 - $0.2 million; 2005 - $0.1 million).

Pursuant to a demand promissory note dated August 16, 2006, the Company borrowed $8 million from an affiliate, P.T. Manulife Aset Manajemen Indonesia. Interest was calculated at a fluctuating rate equal to 3-month LIBOR and was payable quarterly. The interest rate was 5.37% as of December 31, 2006. The Company repaid the note on February 20, 2007. Interest expense was $0.1 million for the year ended December 31, 2007 (2006 - $0.2 million).

Pursuant to a Note Purchase Agreement dated November 10, 2006, the Company borrowed $90 million from JHLICO. The note matures on December 1, 2011 and is secured by a mortgage on the Company’s property at 601 Congress Street, Boston, MA. The note provides for interest-only payments of $0.4 million per month commencing January 1, 2007 through November 1, 2011. The interest rate for the term of this note is fixed at 5.73%. Interest expense was $5.2 million for the year ended December 31, 2007 (2006 - $0.4 million).

Pursuant to a subordinated promissory note dated December 22, 2006, the Company borrowed $136 million from an affiliate, Manulife Holdings (Delaware) LLC (MHDL). Interest is calculated at a fluctuating rate equal to 3 month LIBOR plus 30 basis points and is payable quarterly. The interest rate was 5.27% as of December 31, 2007. The note matures on December 15, 2016. Interest expense was $7.9 million for the year ended December 31, 2007 (2006 - $0.2 million).

Pursuant to a senior promissory note dated March 1, 2007, the Company borrowed $477 million from MHDL. Interest is calculated at a fluctuating rate equal to 3-month LIBOR plus 33.5 basis points and is payable quarterly. The interest rate was 5.29% as of December 31, 2007. The note matures on December 15, 2016. Interest expense was $23.4 million for the year ended December 31, 2007.

Effective January 1, 2005, the Company transferred its Taiwan branch operations to an affiliate, Manulife (International) Limited (MIL). Assets of $295 million and liabilities of $176 million were transferred. The loss on the intercompany transfer of $77 million, net of tax benefit of $42 million, was accounted for as a transaction between entities under common control and recorded as a reduction to additional paid in capital.

During the fourth quarter of 2005, a block of business of the Taiwan branch was transferred back to the Company through reinsurance, in two steps. First MIL entered into a modified coinsurance agreement with an affiliate, Manufacturers Life Reinsurance Limited (MLRL), transferring the business to MLRL. Then MLRL entered into a modified coinsurance agreement with the Company, transferring the business to the Company. The Company recorded reinsurance recoverable of $152 million, assumed policyholder liabilities of $123 million, and received a ceding commission of $102 million. These transactions were also accounted for as transactions between entities under common control, and the gain of $85 million, net of tax expense of $46 million, was recorded as an increase to additional paid in capital.

The net effect on the Company’s additional paid in capital for the transfer and reinsurance of the Taiwan branch business was an increase of $8 million in 2005.

Subsequent to the transfer it was determined that reserves on the Taiwan business needed to be strengthened by $10 million net of tax benefit of $5 million. This activity was reported in the Company’s 2005 Consolidated Statement of Income.

F-26

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 5 – Related Party Transactions – (continued)

On December 28, 2006 the Company sold real estate held for investment with a net book value of $17 million to JHILCO for $150 million in cash. Since this sale was accounted for as a transaction between entities under common control, the difference between the net book value and sales price resulted in an increase of $87 million (net of tax of $46 million) to the Company’s additional paid in capital as of December 31, 2006.

The Company operates a liquidity pool in which affiliates can invest excess cash. Terms of operation and participation in the liquidity pool are set out in the Liquidity Pool and Loan Facility Agreement effective November 13, 2007. The maximum aggregate amounts that the Company can accept into the Liquidity Pool are $5.0 billion in U.S. dollar deposits and $200.0 million in Canadian dollar deposits. Under the terms of the agreement, certain participants may receive advances from the Liquidity Pool up to certain predetermined limits. By acting as the banker the Company can earn a spread over the amount it pays its affiliates and this aggregation and resulting economies of scale allows the affiliates to improve the investment return on their excess cash. Interest payable on the funds will be reset daily to the one-month U.S. Dollar London Inter-Bank Bid (LIBID).

The following table exhibits the affiliates and their participation in the Company’s Liquidity Pool:

	December 31, 2007		December 31, 2006
Affiliate	(in millions)
The Manufacturers Investment Corporation	$	25	$	62
Manulife Holdings (Delaware) LLC		36		—
Manulife Reinsurance Ltd		158		308
Manulife Reinsurance (Bermuda) Ltd		155		318
Manulife Hungary Holdings KFT		48		33
Manulife Insurance Company		31		51
John Hancock Life Insurance Company		1,736		550
John Hancock Variable Life Insurance Company		90		202
John Hancock Insurance Company of Vermont		95		71
John Hancock Reassurance Co, Ltd		271		236
John Hancock Financial Services, Inc		550		56
The Berkeley Financial Group, LLC		12		28
John Hancock Subsidiaries, LLC		68		4
Total	$	3,275	$	1,919

The balances above are reported on the Consolidated Balance Sheets as amounts due to affiliates.

Note 6 – Reinsurance

The effect of reinsurance on life, health, and annuity premiums written and earned was as follows:

	For the years ended December 31,
	2007						2006						2005
	Premiums						Premiums						Premiums
	Written			Earned			Written			Earned			Written			Earned
Direct	$	1,148		$	1,149		$	1,294		$	1,294		$	1,319		$	1,319
Assumed		426			420			369			405			287			315
Ceded		(694	)		(694	)		(685	)		(685	)		(764	)		(764	)
Net Premiums	$	880		$	875		$	978		$	1,014		$	842		$	870

Benefits to policyholders under life, health and annuity ceded reinsurance contracts were $725 million, $423 million, and $492 million for the years ended December 31, 2007, 2006, and 2005, respectively.

F-27

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 6 – Reinsurance – (continued)

Reinsurance ceded contracts do not relieve the Company from its obligations to policyholders. The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet its obligations for reinsurance ceded to it under the reinsurance agreements. Failure of the reinsurers to honor their obligations could result in losses to the Company; consequently, estimates are established for amounts deemed or estimated to be uncollectible. To minimize its exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk arising from similar characteristics among the reinsurers.

Note 7 – Pension Benefit Plans and Other Postretirement Benefit Plans

The Company provides pension benefits to substantially all of its U.S. based employees. These benefits are provided through both funded qualified (the Plan) and unfunded non-qualified defined benefit and qualified defined contribution pension plans. Through the non-qualified defined benefit plans, the Company provides supplemental pension benefits to employees with compensation and/or pension benefits in excess of the qualified plan limits under applicable law. The Company uses a December 31 measurement date. Pension benefits are provided to participants of the Plan after three years of vesting. The normal form of payment under the Plan is a life annuity, payable at the normal retirement age of 65. Various optional forms of payment are available including lump sum. Early retirement benefits are actuarially equivalent to the projected age 65 cash balance account, but are subsidized for participants who were age 45 with five or more years vesting service on July 1, 1998 and who terminate employment after attaining age 50 and completing 10 years of service.

Under the Plan, accrued benefits as of July 1, 1998 under the prior plan formula, which was based on service and final average compensation, were converted to opening cash balance accounts. Cash balance accounts are credited with contribution and interest credits. Interest credits are a function of the market yield on 1-year U.S. Treasury Constant Maturities.

As of December 31, 2006, the Plan was merged with the qualified pension plan of JHLICO, with JHFS as plan sponsor. The plan features and designs were generally maintained for the different participant populations. Pursuant to the merger, all of the assets of the former plans are commingled. The aggregate pool of assets from the former plans is available to meet the obligations of the merged plan. As a result of the merger, the aggregate gains for the combined Plan fell within the 10% gain/loss corridor and resulted in an expense reduction of approximately $3 million for JH USA.

A Plan amendment to harmonize Plan features and designs for future benefit accruals for the different participant populations was agreed upon in a May 3, 2007 resolution. Additional contribution credits for participants with at least 10 years of service as of January 1, 2008 were also established as a transition measure to the harmonized design for the period 2008 through 2011. Pension benefits accrued prior to the effective date will continue to be governed by the prior plan provisions. The amendment triggered a mid-year remeasurement of assets and liabilities for pension and retiree welfare plans, which resulted in a $3 million increase in Accumulated Other Comprehensive Income. This increase was partially offset with the year-end remeasurement of assets and obligations that resulted in a $2 million decrease in Accumulated Other Comprehensive Income.

In addition, the Company provides and maintains an unfunded non-qualified defined benefit pension plan for employees whose qualified pension benefits are restricted by Internal Revenue Code limitations. Cash balance accounts are credited annually with contributions and interest credits. Interest credits are a function of the market yield on 1-year U.S. Treasury Constant Maturities. The Company makes annual cash balance credits for each participant’s compensation that is in excess of the compensation limit outlined in the Internal Revenue Code. These contributions serve to restore to each participant the benefit the participant would be entitled to under the qualified plan but for the compensation and benefit limitations in the Internal Revenue Code. The Company provides benefits to employees who terminate after three years of vesting service.

A new nonqualified pension plan was established as of January 1, 2008 with participant directed investment options. The prior plan was frozen as of January 1, 2008. The benefits accrued under the prior plan continue to be subject to the prior plan provisions.

Defined contribution plans include the Investment Incentive Plan and the Savings and Investment Plan. The Company’s expense for defined contribution plans was $7 million in 2007 (2006 - $3 million; 2005 - $4 million).

F-28

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 7 – Pension Benefit Plans and Other Postretirement Benefit Plans – (continued)

The Company has an employee welfare plan for medical and life insurance covering its retired employees hired before January 1, 2005, who have attained age 50 and have 10 or more years of service with the Company. This welfare plan provides primary medical coverage for retirees and spouses under age 65. When the retirees or the covered spouses reach age 65, Medicare provides primary coverage and this plan provides secondary coverage. This plan is contributory with the amount of contribution based on the service of the employees as at the time of retirement with contributions not required for certain select retirees. It also provides the employee with a life insurance benefit of 100% of the basic coverage just prior to retirement up to a maximum of $2.5 million.

The Plan was amended effective January 1, 2007 whereby participants who had not reached a certain age and years of service with the Company were no longer eligible for such Company contributory benefits. Also the number of years of service required to be eligible for the benefit was increased to 15 years. The future retiree life insurance coverage amount was frozen as of December 31, 2006.

Information applicable to the Employee Retirement Plans and the Post-retirement Benefit Plan as estimated by a consulting actuary for the years ended December 31, 2007 and 2006 was as follows:

Obligations and Funded Status:

	Years Ended December 31,
	Employee Retirement Plans						Post-retirement Benefit Plan
	2007			2006			2007			2006
	(in millions)
Change in benefit obligation:
Benefit obligation at beginning of year	$	121		$	118		$	28		$	35
Service cost		7			6			—			—
Interest cost		7			6			2			2
Actuarial (gain)/loss		9			(2	)		1			(7	)
Plan amendments		(7	)		—			—			—
Curtailment		(4	)		—			—			—
Benefits paid		(9	)		(7	)		(1	)		(2	)
Benefit obligation at end of year	$	124		$	121		$	30		$	28
Change in plan assets:
Fair value of plan assets at beginning of year	$	75		$	71		$	—		$	—
Actual return on plan assets		6			9						—
Employer contribution		3			2			1			2
Benefits paid		(9	)		(7	)		(1	)		(2	)
Fair value of plan assets at end of year	$	75		$	75		$	—		$	—
Funded status at end of year	$	(49	)	$	(46	)	$	(30	)	$	(28	)
Current liabilities		(2	)		(2	)		—			—
Noncurrent liabilities		(47	)		(44	)		(30	)		(28	)
Net financial position	$	(49	)	$	(46	)	$	(30	)	$	(28	)
Amounts recognized in the accumulated other comprehensive income Prior service cost	$	(5	)	$	2		$	—		$	—
Net actuarial loss/(gain)		48			43			(11	)		(12	)
Total	$	43		$	45		$	(11	)	$	(12	)

F-29

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 7 – Pension Benefit Plans and Other Postretirement Benefit Plans – (continued)

The incremental effects of applying SFAS 158 to individual line items in the Consolidated Balance Sheet on December 31, 2006 were as follows:

	Pre SFAS 158		Incremental effect of adopting SFAS 158			Post SFAS 158
	Restated					Restated
	(in millions)
Other assets	$	1,299	$	(23	)	$	1,276
Total assets	$	124,818	$	(23	)	$	124,795
Deferred income tax liability	$	810	$	2		$	812
Other liabilities	$	1,520	$	(28	)	$	1,492
Total liabilities	$	120,135	$	(26	)	$	120,109
Accumulated other comprehensive income	$	474	$	3		$	477
Total shareholder’s equity	$	4,683	$	3		$	4,686

Information for pension plans with accumulated benefit obligations in excess of plan assets:

	As of December 31,
	2007		2006
	(in millions)
Accumulated benefit obligations	$	117	$	107
Projected benefit obligations		124		121
Fair value of plan assets		75		75

Components of Net Periodic Benefit Cost:

	Years Ended December 31,
	Pension Benefits									Other Postretirement Benefits
	2007			2006			2005			2007		2006		2005
	(in millions)
Service cost	$	7		$	6		$	6		$	—	$	—	$	2
Interest cost		7			6			6			2		2		2
Expected return on plan assets		(6	)		(5	)		(5	)		—		—		—
Amortization of prior service cost		—			—			—			—		—		1
Recognized actuarial loss (gain)		1			3			3			—		—		(1	)
Net periodic benefit cost	$	9		$	10		$	10		$	2	$	2	$	4

The amounts included in accumulated other comprehensive income expected to be recognized as components of net periodic cost in 2008 are as follows:

	Pension Benefits			Other Postretirement Benefits
	(in millions)
Amortization of prior service cost	$	(0.5	)	$	0.1
Amortization of actuarial (gain) loss, net		0.1			—
Total	$	(0.4	)	$	0.1

F-30

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 7 – Pension Benefit Plans and Other Postretirement Benefit Plans – (continued)

Assumptions:

Weighted-average assumptions used to determine benefit obligation were as follows:

	Years Ended December 31,
	Pension Benefits				Other Postretirement Benefits
	2007		2006		2007		2006
Discount rate	6.00	%	5.75	%	6.00	%	5.75	%
Rate of compensation increase	5.10	%	4.00	%	N/A		N/A
Health care trend rate for following year	N/A		N/A		9.00	%	9.50	%
Ultimate trend rate	N/A		N/A		5.00	%	5.00	%
Year ultimate rate reached	N/A		N/A		2016		2016

Weighted-average assumptions used to determine net periodic benefit cost were as follows:

	Years Ended December 31,
	Pension Benefits				Other Postretirement Benefits
	2007		2006		2007		2006
Discount rate	5.75	%	5.50	%	5.75	%	5.50	%
Expected long-term return on plan assets	8.25	%	8.25	%	N/A		N/A
Rate of compensation increase	4.00	%	4.00	%	N/A		N/A
Health care trend rate for following year	N/A		N/A		9.50	%	10.00	%
Ultimate trend rate	N/A		N/A		5.00	%	5.00	%
Year ultimate rate reached	N/A		N/A		2016		2016

The Company generally determines the assumed long-term rate of return on plan assets based on the rate expected to be earned for plan assets. The asset mix based on the long-term investment policy and range of target allocation percentages of the plans and the Capital Asset Pricing Model are used as part of that determination. Current conditions and published commentary and guidance from SEC staff are also considered.

Assumed health care cost trend rates have a significant effect on the amounts reported for the healthcare plans. A one-percentage point change in assumed health care cost trend rates would have the following effects:

	1-Percentage Point Increase		1-Percentage Point Decrease
	(in millions)
Effect on total service and interest costs in 2007	$	0.1	$	(0.1	)
Effect on postretirement benefit obligations as of December 31, 2007	$	1.7	$	(1.5	)

Plan Assets

The Company’s weighted-average asset allocations for its pension plans at December 31, 2007 and 2006 by asset category were as follows:

	Plan Assets at December 31,
	2007		2006
Asset Category
Equity securities	64	%	66	%
Fixed maturity securities	26		29
Real estate	3		5
Other	7		—
Total	100	%	100	%

F-31

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 7 – Pension Benefit Plans and Other Postretirement Benefit Plans – (continued)

The target asset allocations for the Company’s pension plans are summarized below for major asset categories:

Asset Category
Equity securities	50%-80%
Fixed maturity securities	23% - 35%
Real estate	0% - 5%
Other	5% - 15%

The plans did not own any of the Company’s stock at December 31, 2007 and 2006.

Cash Flows

Contributions

The Company’s funding policy for its qualified defined benefit plans is to contribute annually an amount at least equal to the minimum annual contribution required under the Employee Retirement Income Security Act (ERISA) and other applicable laws, and generally, not greater than the maximum amount that can be deducted for Federal income tax purposes. In 2007 and 2006, no contributions were made to the qualified plans. The funding policy for its non-qualified defined benefit plans is to contribute the amount of the benefit payments made during the year. In 2007 and 2006, $3 million and $2 million, respectively, were contributed to the non-qualified plans. The Company expects to contribute approximately $0 million to its qualified pension plans in 2008 and approximately $2 million to its non-qualified pension plans in 2008.

The Company’s policy is to fund its other postretirement benefits in amounts at or below the annual tax qualified limits.

Projected Employer Pension Benefits Payments

Projections for benefit payments for the next ten years are as follows:

Year	Total Qualified		Total Nonqualified		Total
	(in millions)
2008	$	8	$	2	$	10
2009		9		2		11
2010		9		2		11
2011		9		2		11
2012		7		3		10
2013-2017		41		12		53

Projected Employer Postretirement Benefits Payments (includes Future Service Accruals)

Year	Gross Payments		Medicare Part D Subsidy		Net Payments
	(in millions)
2008	$	1.9	$	0.1	$	1.8
2009		1.9		0.1		1.8
2010		2.0		0.2		1.8
2011		2.1		0.2		1.9
2012		2.1		0.2		1.9
2013-2017		11.0		0.7		10.3

F-32

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 8 – Commitments and Contingencies

Commitments

As of December 31, 2007, the Company had outstanding commitments involving seven mortgage applications in the United States for a total of $112 million to be disbursed in 2008.

On December 19, 2006 the Company entered into a purchase and sale agreement to acquire $154 million of real estate to be held for investment. The purchase closed on February 6, 2007.

The Company leases office space under non-cancelable operating lease agreements of various expiration dates. Rental expenses were $12 million for the year ended December 31, 2007 (2006 - $11 million; 2005 - $11 million).

During 2001, the Company entered into an office ground lease agreement, which expires on September 20, 2096. The terms of the lease agreement provide for adjustments in future periods. The approximate minimum aggregate rental commitments on the ground lease together with other rental office space commitments are as follows:

	Operating Leases
	(in millions)
2008	$	2
2009		2
2010		2
2011		2
2012		2
Thereafter		413
Total	$	423

There were no other material operating leases in existence as of December 31, 2007.

Legal Proceedings. The Company is regularly involved in litigation, both as a defendant and as a plaintiff. The litigation naming it as a defendant ordinarily involves its activities as a provider of insurance protection and wealth management products, employer and taxpayer. In addition, state regulatory bodies, state attorneys general, the United States Securities and Exchange Commission, the Financial Industry Regulatory Authority and other government and regulatory bodies regularly make inquiries and, from time to time, require the production of information or conduct examinations concerning the Company’s compliance with, among other things, insurance laws, securities laws, and laws governing the activities of broker-dealers. The Company does not believe that the conclusion of any current legal or regulatory matters, either individually or in the aggregate, will have a material adverse effect on its consolidated financial position and results of operations.

Note 9 – Shareholder’s Equity

Capital Stock

The Company has two classes of capital stock:

Preferred stock, $1.00 par value, 50,000,000 shares authorized, 100,000 shares issued and outstanding at December 31, 2007 and 2006.

Common stock, $1.00 par value, 50,000,000 shares authorized, 4,728,935 shares issued and outstanding at December 31, 2007 and 2006.

All outstanding common and preferred stock is owned by the Company’s parent, MIC.

F-33

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 9 – Shareholder’s Equity – (continued)

Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income for the years indicated are presented below:

	Net Unrealized Investment Gains (Losses)			Net Accumulated Gain (Loss) on Cash Flow Hedges			Foreign Currency Translation Adjustment			Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Income
	(in millions)
Balance at January 1, 2005 — Restated	$	610		$	9		$	123		$	(4	)	$	738
Gross unrealized gains (net of deferred income tax expense of $1 million) — Restated		1												1
Reclassification adjustment for gains realized in net income (net of deferred income tax expense of $67 million) — Restated		(125	)											(125	)
Adjustment for participating group annuity contracts (net of deferred income tax benefit of $7 million)		(14	)											(14	)
Adjustment for deferred policy acquisition costs and deferred sales inducements (net of deferred income tax expense of $18 million) — Restated		34												34
Net unrealized investment losses — Restated		(104	)											(104	)
Foreign currency translation adjustment — Restated								(87	)					(87	)
Minimum pension liability (net of deferred income tax benefit of $11)											(21	)		(21	)
Net accumulated losses on cash flow hedges (net of deferred income tax benefit of $0)					(1	)								(1	)
Balance at December 31, 2005 — Restated	$	506		$	8		$	36		$	(25	)	$	525

	Net Unrealized Investment Gains (Losses)			Net Accumulated Gain (Loss) on Cash Flow Hedges		Foreign Currency Translation Adjustment			Minimum Pension Liability Adjustment			Additional Pension and Postretirement Unrecognized Net Periodic Cost			Accumulated Other Comprehensive Income
	(in millions)
Balance at January 1, 2006 — Restated	$	506		$	8	$	36		$	(25	)	$	0		$	525
Gross unrealized losses (net of deferred income tax benefit of $32 million) — Restated		(60	)													(60	)
Reclassification adjustment for losses realized in net income (net of deferred income tax benefit of $2 million) — Restated		5														5
Adjustment for participating group annuity contracts (net of deferred income tax expense of $15 million)		28														28
Adjustment for deferred policy acquisition costs and deferred sales inducements (net of deferred income tax benefit of $10 million) — Restated		(19	)													(19	)
Net unrealized investment losses — Restated		(46	)													(46	)
Foreign currency translation adjustment — Restated							(5	)								(5	)
Minimum pension liability (net of deferred income tax expense of $3 million)										5						5
SFAS 158 transition adjustment										20			(22	)		(2	)
Net accumulated losses on cash flow hedges (net of deferred income tax benefit of $0)					—											—
Balance at December 31, 2006 — Restated	$	460		$	8	$	31		$	_—		$	(22	)	$	477

F-34

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 9 – Shareholder’s Equity – (continued)

	Net Unrealized Investment Gains (Losses)			Net Accumulated Gain (Loss) on Cash Flow Hedges			Foreign Currency Translation Adjustment			Additional Pension and Postretirement Unrecognized Net Periodic Cost			Accumulated Other Comprehensive Income
	(in millions)
Balance at January 1, 2007 — Restated	$	460		$	8		$	31		$	(22	)	$	477
Gross unrealized gains (net of deferred income tax expense of $135 million)		250												250
Reclassification adjustment for gains realized in net income (net of deferred income tax expense of $51 million)		(94	)											(94	)
Adjustment for participating group annuity contracts (net of deferred income tax expense of $11 million)		19												19
Adjustment for deferred policy acquisition costs and deferred sales inducements (net of deferred income tax benefit of $27 million)		(51	)											(51	)
Net unrealized investment gains		124												124
Foreign currency translation adjustment								(4	)					(4	)
Change in funded status of pension plan, less amortization of periodic pension costs											1			1
Net accumulated losses on cash flow hedges (net of deferred income tax benefit of $7)					(13	)								(13	)
Balance at December 31, 2007	$	584		$	(5	)	$	27		$	(21	)	$	585

Net unrealized investment gains included in the Consolidated Balance Sheets as a component of shareholder’s equity are summarized below:

	2007			2006			2005
As of December 31:	(in millions)
Balance, end of year comprises:
Unrealized investment gains (losses) on:
Fixed maturities available for sale — Restated	$	855		$	634		$	864
Equity securities available for sale — Restated		435			417			258
Other, net		(6	)		(7	)		8
Total — Restated		1,284			1,044			1,130
Amounts of unrealized investment gains attributable to:
Deferred policy acquisition costs and deferred sales inducements — Restated		208			130			102
Participating group annuity contracts		176			208			251
Deferred income taxes — Restated		316			246			271
Total		700			584			624
Net unrealized investment gains — Restated	$	584		$	460		$	506

F-35

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 9 – Shareholder’s Equity—(continued)

Statutory Results

JH USA and its domestic insurance subsidiary, JHNY, prepare their statutory-basis financial statements in accordance with accounting practices prescribed or permitted by the states of domicile. For JH USA, the State of Michigan only recognizes statutory accounting practices prescribed or permitted by Michigan insurance regulations and laws. The National Association of Insurance Commissioners’ Accounting Practices and Procedures manual has been adopted as a component of prescribed or permitted practices by Michigan. The Michigan Commissioner of Insurance has the right to permit other specific practices that deviate from prescribed practices, otherwise known as permitted practices.

At December 31, 2007, 2006, and 2005 there were no permitted practices.

The Company’s statutory net loss for the year ended December 31, 2007 was $41 million (unaudited). The Company’s statutory capital and surplus was $1,493 million as of December 31, 2007 (unaudited).

Michigan has enacted laws governing the payment of dividends by insurers. Under Michigan insurance law, no insurer may pay any shareholder dividends from any source other than statutory unassigned funds without the prior approval of the Michigan Division of Insurance. Michigan law also limits the dividends an insurer may pay in any twelve month period, without the prior permission of the Michigan Division of Insurance, to the greater of (i) 10% of its statutory policyholders’ surplus as of the preceding December 31 or (ii) the individual company’s statutory net gain from operations for the preceding calendar year, if such insurer is a life company.

As a result of the demutualization of MLI there are regulatory restrictions on the amounts of participating profit that can be transferred to shareholders. These restrictions generally take the form of a fixed percentage of policyholder dividends. The transfers are governed by the terms of MLI’s Plan of Demutualization.

Note 10 – Segment Information

The Company operates in three business segments. Two segments, Protection and Wealth Management, primarily serve retail and institutional customers. The third, Corporate, includes activities not allocated to the other two segments, and the Company’s reinsurance operations.

The Company’s reportable segments are strategic business units offering different products and services. The reportable segments are managed separately, as they focus on different products, markets and distribution channels.

Protection Segment. Offers a variety of individual life insurance products, including participating whole life, term life, universal life and variable life insurance. Products are distributed through multiple distribution channels, including insurance agents and brokers and alternative distribution channels that include banks, financial planners, and direct marketing.

Wealth Management Segment. Offers individual and group annuity contracts and group pension contracts. This segment distributes its products through multiple distribution channels, including insurance agents and brokers affiliated with the Company, securities brokerage firms, financial planners, and banks.

Corporate Segment. Includes corporate operations primarily related to certain financing activities and income on capital not specifically allocated to the reporting segments. The Company’s reinsurance operations are also reported in this segment. Reinsurance refers to the transfer of all or part of certain risks related to policies issued by the Company to a reinsurer, or to the assumption of risk from other insurers.

The accounting policies of the segments are the same as those described above in Note 1 – Summary of Significant Accounting Policies. Allocations of net investment income are based on the amount of invested assets allocated to each segment. Other costs and operating expenses are allocated to each segment based on a review of the nature of such costs, cost allocations utilizing time studies, and other relevant allocation methodologies.

F-36

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 10 – Segment Information – (continued)

The following tables summarize selected consolidated financial information by segment for the periods indicated:

	Protection		Wealth Management			Corporate			Consolidated
	(in millions)
Year ended December 31, 2007
Revenues:
Revenues from external customers	$	1,844	$	2,057		$	236		$	4,137
Net investment income		782		242			313			1,337
Net realized investment and other gains (losses)		68		(6	)		100			162
Revenues	$	2,694	$	2,293		$	649		$	5,636
Net income:	$	210	$	318		$	191		$	719
Supplemental Information:
Equity in net loss of investees accounted for by the equity method		—		—		$	(2	)	$	(2	)
Carrying value of investments accounted for by the equity method		—		—			37			37
Amortization of deferred policy acquisition costs and deferred sales inducements	$	301	$	277			6			584
Interest expense		—		27			41			68
Income tax expense		108		55			110			273
Segment assets		21,436		111,302			12,010			144,748

	Protection		Wealth Management		Corporate			Consolidated
	(in millions)
Year ended December 31, 2006
Revenues:
Revenues from external customers	$	1,483	$	1,632	$	382		$	3,497
Net investment income		712		225		226			1,163
Net realized investment and other gains (losses) — Restated		104		20		(92	)		32
Revenues — Restated	$	2,299	$	1,877	$	516		$	4,692
Net income (loss): — Restated	$	208	$	324	$	(7	)	$	525
Supplemental Information:
Equity in net loss of investees accounted for by the equity method		—		—	$	(2	)	$	(2	)
Carrying value of investments accounted for by the equity method		—		—		40			40
Amortization of deferred policy acquisition costs and deferred sales inducements — Restated	$	242	$	303		(9	)		536
Interest expense		—		21		5			26
Income tax expense — Restated		111		115		4			230
Segment assets — Restated		19,006		95,752		10,037			124,795

F-37

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 10 – Segment Information – (continued)

	Protection		Wealth Management		Corporate			Consolidated
	(in millions)
Year ended December 31, 2005
Revenues:
Revenues from external customers	$	1,207	$	1,225	$	207		$	2,639
Net investment income		723		220		226			1,169
Net realized investment and other gains — Restated		111		32		88			231
Revenues — Restated	$	2,041	$	1,477	$	521		$	4,039
Net income — Restated	$	160	$	272	$	127		$	559
Supplemental Information:
Equity in net loss of investees accounted for by the equity method		—		—	$	(2	)	$	(2	)
Carrying value of investments accounted for by the equity method		—		—		42			42
Amortization of deferred policy acquisition costs and deferred sales inducements — Restated	$	79	$	243		5			327
Interest expense		—		26		3			29
Income tax expense — Restated		86		95		71			253

Note 11 – Fair Value of Financial Instruments

The following discussion outlines the methodologies and assumptions used to determine the fair value of the Company’s financial instruments. The aggregate fair value amounts presented below do not represent the underlying value of the Company and, accordingly, care should be exercised in drawing conclusions about the Company’s business or financial condition based on the fair value information presented below.

For fixed maturity securities and equity securities, fair values were based on quoted market prices where available. Where no quoted market price was available, fair values were estimated using values obtained from independent pricing services or, in the case of fixed maturity private placements, by discounting expected future cash flows using a current market rate applicable to yield, credit quality, and average life of the investments.

The fair value of mortgage loans was estimated using discounted cash flows and took into account the contractual maturities and discount rates, which were based on current market rates for similar maturity ranges and adjusted for risk due to the property type.

The fair values of policy loans, short term investments, and cash and cash equivalents approximated their respective carrying values.

The fair values of fixed rate deferred and immediate annuities, which do not subject the Company to significant mortality or morbidity risks, were estimated by using the cash surrender values.

Fair values of derivative financial instruments were based on current settlement values. These values were based on quoted market prices for the financial futures contracts and brokerage quotes that utilize pricing models or formulas using current assumptions for all swaps and other agreements.

F-38

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 11 – Fair Value of Financial Instruments – (continued)

The following table presents the carrying values and fair values of the Company’s financial instruments:

	December 31,
	2007				2006
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)
Assets:
Fixed maturities	$	13,689	$	13,689	$	11,629	$	11,629
Equity securities		956		956		1,022		1,022
Mortgage loans on real estate		2,414		2,424		2,446		2,478
Policy loans		2,519		2,519		2,340		2,340
Short term investments		2,723		2,723		645		645
Cash and cash equivalents		3,345		3,345		4,112		4,112
Derivative financial instruments		216		216		52		52
Liabilities:
Fixed rate deferred and immediate annuities		2,777		2,739		2,526		2,487
Derivative financial instruments		309		309		104		104

Note 12 – Certain Separate Accounts

The Company issues variable annuity and variable life contracts through its separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder. All contracts contain certain guarantees, which are discussed more fully below.

During 2007 and 2006 there were no gains or losses on transfers of assets from the general account to the separate account. The assets supporting the variable portion of both traditional variable annuities and variable annuities with guarantees are carried at fair value and reported on the Consolidated Balance Sheets as total separate account assets with an equivalent total reported for separate account liabilities. Amounts assessed against the contract holders for mortality, administrative, and other services are included in revenues and changes in liabilities for minimum guarantees are included in benefits to policyholders in the Consolidated Statements of Income.

Many of the variable annuity contracts issued by the Company offer various guaranteed minimum death, income and /or withdrawal benefits. Guaranteed Minimum Death Benefit (GMDB) features guarantee the contract holder either (a) a return of no less than total deposits made to the contract less any partial withdrawals, (b) total deposits made to the contract less any partial withdrawals plus a minimum return or (c) the highest contract value on a specified anniversary date minus any withdrawals following the contract anniversary. Contracts issued after December 31, 2002 have a proportional reduction in the amount guaranteed for partial withdrawal instead of a dollar-for-dollar reduction. As of December 31, 2007, 40% of the in-force contract values have reduction of benefit on a dollar-for dollar basis, and 60% on a proportional basis.

The Company sold contracts with Guaranteed Minimum Income Benefit (GMIB) riders from 1998 to 2004. The GMIB rider provides a guaranteed lifetime annuity which may be elected by the contract holder after a stipulated waiting period (7-10 years), and which may be larger than what the contract account balance would purchase at then-current annuity purchase rates.

In 2004, the Company introduced a Guaranteed Minimum Withdrawal Benefit (GMWB) rider and has since offered multiple variations of this optional benefit. The GMWB rider provides contract holders a guaranteed annual withdrawal amount over a specified time period or in some cases for as long as they live. In general, guaranteed annual withdrawal amounts are based on deposits and may be reduced if withdrawals exceed allowed amounts. Guaranteed amounts may also be increased as a result of “step-up” provisions which increase the benefit base to higher account values at specified intervals. Guaranteed amounts may also be increased if withdrawals are deferred over a specified period. In addition, certain versions of the GMWB rider extend lifetime guarantees to spouses.

F-39

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 12 – Certain Separate Accounts – (continued)

Reinsurance has been utilized to mitigate risk related to GMDB and GMIB. Hedging has been utilized to mitigate risk related to some of the GMWB.

The Company’s variable annuity contracts with guarantees may offer more than one type of guarantee in each contract. Therefore, the amounts listed are not mutually exclusive. For guarantees of amounts in the event of death, the net amount at risk is defined as the GMDB in excess of the account balance at the Consolidated Balance Sheet date. For guarantees of amounts at annuitization, the net amount at risk is defined as the excess of the current annuitization income base over the current account value. For guarantees of partial withdrawal amounts, the net amount at risk is defined as the current guaranteed withdrawal amount minus the current account value. For all the guarantees, the net amount at risk is floored at zero at the single contract level. The table below shows the net amount at risk net of reinsurance.

As of December 31, 2007 and 2006, the Company had the following variable annuity contracts with guarantees:

	December 31, 2007			December 31, 2006
	(in millions, except percent)
Guaranteed Minimum Death Benefit:
Return of net deposits
In the event of death:
Account value	$	17,510		$	11,869
Net amount at risk – net of reinsurance		47			1
Average attained age of contract holders		55			56
Return of net deposits plus a minimum return
In the event of death:
Account value	$	714		$	786
Net amount at risk – net of reinsurance		—			—
Average attained age of contract holders		65			64
Guaranteed minimum return rate		5	%		5	%
Highest specified anniversary account value minus withdrawals post anniversary
In the event of death:
Account value	$	32,750		$	30,956
Net amount at risk – net		190			53
Average attained age of contract holders		54			54
Guaranteed Minimum Income Benefit:
Account value	$	9,552		$	11,277
Net amount at risk – net of reinsurance		29			27
Average attained age of contract holders		52			51
Guaranteed Minimum Withdrawal Benefit:
Account value	$	28,582		$	19,275
Net amount at risk		116			1
Average attained age of contract holders		54			54

F-40

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 12 – Certain Separate Accounts – (continued)

Account balances of variable contracts with guarantees invest in variable separate accounts with the following characteristics:

Type of Fund	December 31, 2007		December 31, 2006
	(in billions)
Domestic Equity	$	12.6	$	13.7
International Equity		3.0		2.5
Balanced		30.1		22.7
Bonds		3.6		3.4
Money Market		0.9		0.7
Total	$	50.2	$	43.0

The reserve roll forwards for the separate accounts as of December 31, 2007 and 2006 were as follows:

	Guaranteed Minimum Death Benefit (GMDB)			Guaranteed Minimum Income Benefit (GMIB)			Guaranteed Minimum Withdrawal Benefit (GMWB)			Totals
	(in millions)
Balance at January 1, 2007	$	80		$	208		$	95		$	383
Incurred guarantee benefits		(48	)		(122	)		—			(170	)
Other reserve changes		57			70			473			600
Balance at December 31, 2007		89			156			568			813
Reinsurance recoverable		(36	)		(586	)		—			(622	)
Net balance at December 31, 2007	$	53		$	(430	)	$	568		$	191
Balance at January 1, 2006	$	75		$	169		$	(14	)	$	230
Incurred guarantee benefits		(51	)		(33	)		—			(84	)
Other reserve changes		56			72			109			237
Balance at December 31, 2006		80			208			95			383
Reinsurance recoverable		(35	)		(518	)		—			(553	)
Net balance at December 31, 2006	$	45		$	(310	)	$	95		$	(170	)

The gross reserves and ceded reserves for GMDB and the gross reserves for GMIB were determined in accordance with Statement of Position 03-1 – Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts (SOP 03-1), whereas the asset for GMIB reinsurance and gross reserve for GMWB were determined in accordance with SFAS 133 Accounting for Derivative Instruments and Hedging Activities (SFAS 133). The Company regularly evaluates estimates used and adjusts the additional liability balance, with a related charge or credit to benefits to policyholders, if actual experience or other evidence suggests that earlier assumptions should be revised.

The following assumptions and methodology were used to determine the above amounts as of December 31, 2007 and 2006:

• Data used included 1,000 stochastically generated investment performance scenarios. For SFAS 133 calculations, risk neutral scenarios have been used.

• Mean return and volatility assumptions have been determined for each of the asset classes noted above. Market consistent observed volatilities are used where available for SFAS 133 calculations.

• Annuity mortality was based on 1994 MGDB table multiplied by factors varied by rider types (living benefit/GMDB only) and qualified/non-qualified business.

• Annuity base lapse rates vary by contract type and duration and range from 1% to 42 % (2006 – 1% to 42%).

• Partial withdrawal rates for GMWB are approximately 4.6% per year (2006 – 5.0%).

• The discount rate is 7.0% (inforce issued before 2004) or 6.4% (inforce issued after 2003) for SOP 03-1 calculations and 4.72% (2006 – 5.24%) for SFAS 133 calculations.

F-41

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 13 – Deferred Policy Acquisition Costs and Deferred Sales Inducements

The components of the change in Deferred Policy Acquisition Costs were as follows:

	2007			2006
				Restated
For the years ended December 31,	(in millions)
Balance, January 1	$	4,655		$	4,070
Capitalization		1,637			1,115
Amortization		(550	)		(501	)
Effect of net unrealized gains on available-for-sale securities		(78	)		(29	)
Balance, December 31	$	5,664		$	4,655

The components of the change in Deferred Sales Inducements were as follows:

	2007			2006
For the years ended December 31,	(in millions)
Balance, January 1	$	235		$	231
Capitalization		63			39
Amortization		(34	)		(35	)
Balance, December 31	$	264		$	235

Note 14 – Share Based Payments

The Company participates in the stock compensation plans of MFC. The Company adopted the fair-value-based method of accounting for share-based payments effective January 1, 2002 using the prospective method described in SFAS 148, Accounting for Stock-Based Compensation-Transition and Disclosure. The Company uses the Black-Scholes option pricing model to estimate the value of stock options granted to employees and continues to use this model after adopting SFAS 123R on January 1, 2006. Had the Company adopted SFAS 123R in prior periods, the impact of that guidance would have approximated the impact of SFAS 123. The stock-based compensation is a legal obligation of MFC, but in accordance with U.S. generally accepted accounting principles, is recorded in the accounts of the Company in other operating costs and expenses.

Stock Options (ESOP)

Under MFC’s Executive Stock Option Plan (ESOP), stock options are granted to selected individuals. Options provide the holder with the right to purchase common shares at an exercise price equal to the closing market price of MFC’s common shares on the Toronto Stock Exchange on the business day immediately preceding the date the options were granted. The options vest over a period not exceeding four years and expire not more than 10 years from the grant date. A total of 73.6 million common shares have been reserved for issuance under the ESOP.

MFC grants deferred share units (DSUs) under the ESOP and the Stock Plan for Non-Employee Directors. Under the ESOP, the holder is entitled to receive cash payment equal to the value of the same number of common shares plus credited dividends on retirement or termination of employment. These DSUs vest over a three-year period and each DSU entitles the holder to receive one common share on retirement or termination of employment. When dividends are paid on MFC’s common shares, holders of DSUs are deemed to receive dividends at the same rate, payable in the form of additional DSUs. Under the Stock Plan for Non-Employee Directors, each eligible director may elect to receive his or her annual director’s retainer and fees in DSUs or common shares in lieu of cash. Upon termination of board service, an eligible director who has elected to receive DSUs will be entitled to receive cash equal to the value of the DSUs accumulated in his or her account or, at his or her direction, an equivalent number of common shares. A total of one million common shares of MFC have been reserved for issuance under the Stock Plan for Non-Employee Directors. In 2007, MFC issued a total of 191,000 DSUs (2006 – 181,000) to certain employees who elected to defer receipt of all or part of their annual bonus. Also in 2007, MFC issued a total of 260,000 DSUs (2006 – 720,000) to certain employees who elected to defer payment of all or part of their 2004 restricted share units. Restricted share units are discussed below. The DSUs issued in 2007 and 2006 vested immediately upon issue.

F-42

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 14 – Share Based Payments – (continued)

Stock Options (ESOP) – continued

The Company recorded compensation expense for stock options granted of $4.5 million during the year ended December 31, 2007 (2006 - $4.5 million; 2005 - $4.5 million).

Global Share Ownership Plan (GSOP)

Effective January 1, 2001, MFC established the Global Share Ownership Plan (GSOP) for its eligible employees and the Stock Plan for Non-Employee Directors. Under the GSOP, qualifying employees can choose to have up to 5% of their annual base earnings applied toward the purchase of common shares of MFC. Subject to certain conditions, MFC will match a percentage of the employee’s eligible contributions to certain maximums. MFC’s contributions vest immediately. All contributions are used by the GSOP’s trustee to purchase common shares in the open market. The Company’s compensation expense related to the GSOP was $1.1 million for the year ended December 31, 2007 (2006 - $0.9 million; 2005 - $0.3 million).

Restricted Share Unit Plan (RSU)

In 2003, MFC established the Restricted Share Unit (RSU) Plan. For the year ended December 31, 2007, MFC granted a total of 1.5 million (2006 – 1.6 million) RSUs to certain eligible employees under this plan. RSUs represent phantom common shares of MFC that entitle a participant to receive payment equal to the market value of the same number of common shares, plus credited dividends, at the time the RSUs vest. RSUs vest three years from the grant date, subject to performance conditions, and the related compensation expense is recognized over this period, except where the employee is eligible to retire prior to the vesting date, in which case the cost is recognized over the period between the grant date and the date on which the employee is eligible to retire. The Company’s compensation expense related to RSUs was $16.3 million for the year ended December 31, 2007 (2006 - $13.8 million; 2005 - $27.4 million).

Note 15- Subsequent Event

On July 29, 2008 the Board of Directors of JH USA unanimously voted to authorize the Company to enter into an agreement to merge with two of its affiliates, JHLICO and John Hancock Variable Life Insurance Company (“JHVLICO”). The Merger Agreement, which has also been authorized by the Boards of Directors of JHLICO and JHVLICO, is subject to the applicable regulatory approvals from insurance regulators in Massachusetts and Michigan and in the other jurisdictions where the companies are licensed. The Merger Agreement, if approved, will become effective in 2009, or such other time as may be agreed by the parties. Pursuant to the terms of the Merger Agreement, JHLICO and JHVLICO would cease to exist, and the companies’ assets and obligations would be assumed by JH USA.

F-43

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Audited Financial Statements

Year ended December 31, 2007 with Report of Independent Registered Public Accounting Firm

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Audited Financial Statements

Year ended December 31, 2007

Contents

Report of Independent Registered Public Accounting Firm	3
Statements of Assets and Contract Owners’ Equity	6
Statements of Operations and Changes in Contract Owners’ Equity	10
Notes to Financial Statements	71
Organization	71
Significant Accounting Policies	72
Mortality and Expense Risks Charge	73
Contract Charges	73
Purchases and Sales of Investments	73
Transaction with Affiliates	76
Diversification Requirements	77
Financial Highlights	78

Report of Independent Registered Public Accounting Firm

To the Contract Owners of

John Hancock Life Account N of John Hancock Life Insurance Company (U.S.A.)

We have audited the accompanying statements of assets and contract owners’ equity of John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Account”), comprised of the following sub-accounts:

500 Index Trust B Series 0	Emerging Small Company Trust Series 1
500 Index Trust Series 1	Equity-Income Trust Series 0
Active Bond Trust Series 0	Equity-Income Trust Series 1
Active Bond Trust Series 1	Financial Services Trust Series 0
All Cap Core Trust Series 0	Financial Services Trust Series 1
All Cap Core Trust Series 1	Fundamental Value Trust Series 0
All Cap Growth Trust Series 0	Fundamental Value Trust Series 1
All Cap Growth Trust Series 1	Global Allocation Trust Series 0
All Cap Value Trust Series 0	Global Allocation Trust Series 1
All Cap Value Trust Series 1	Global Bond Trust Series 0
American Blue Chip Income and Growth Trust Series 1	Global Bond Trust Series 1
American Bond Trust Series 1	Global Trust Series 0
American Growth Trust Series 1	Global Trust Series 1
American Growth-Income Trust Series 1	Growth & Income Trust Series 0
American International Trust Series 1	Health Sciences Trust Series 0
Blue Chip Growth Trust Series 0	Health Sciences Trust Series 1
Blue Chip Growth Trust Series 1	High Yield Trust Series 0
Capital Appreciation Trust Series 0	High Yield Trust Series 1
Capital Appreciation Trust Series 1	Income & Value Trust Series 0
Classic Value Trust Series 0	Income & Value Trust Series 1
Classic Value Trust Series 1	International Core Trust Series 0
Core Bond Trust Series 1	International Core Trust Series 1
Core Equity Trust Series 0	International Equity Index Trust A Series 1
Core Equity Trust Series 1	International Equity Index Trust B Series 0
Dynamic Growth Trust Series 0	International Opportunities Trust Series 0
Dynamic Growth Trust Series 1	International Opportunities Trust Series 1
Emerging Growth Trust Series 0	International Small Cap Trust Series 0
Emerging Growth Trust Series 1	International Small Cap Trust Series 1
Emerging Markets Value Trust Series 1	International Value Trust Series 0
Emerging Small Company Trust Series 0	International Value Trust Series 1

3

Investment Quality Bond Trust Series 0	Quantitative Value Trust Series 1
Investment Quality Bond Trust Series 1	Real Estate Securities Trust Series 0
Large Cap Trust Series 0	Real Estate Securities Trust Series 1
Large Cap Trust Series 1	Real Return Bond Trust Series 0
Large Cap Value Trust Series 0	Real Return Bond Trust Series 1
Large Cap Value Trust Series 1	Science & Technology Trust Series 0
Lifestyle Aggressive Trust Series 0	Science & Technology Trust Series 1
Lifestyle Aggressive Trust Series 1	Short-Term Bond Trust Series 0
Lifestyle Balanced Trust Series 0	Small Cap Growth Trust Series 0
Lifestyle Balanced Trust Series 1	Small Cap Index Trust Series 0
Lifestyle Conservative Trust Series 0	Small Cap Index Trust Series 1
Lifestyle Conservative Trust Series 1	Small Cap Opportunities Trust Series 0
Lifestyle Growth Trust Series 0	Small Cap Opportunities Trust Series 1
Lifestyle Growth Trust Series 1	Small Cap Trust Series 0
Lifestyle Moderate Trust Series 0	Small Cap Trust Series 1
Lifestyle Moderate Trust Series 1	Small Cap Value Trust Series 0
Managed Trust Series 0	Small Cap Value Trust Series 1
Mid Cap Index Trust Series 0	Small Company Trust Series 1
Mid Cap Index Trust Series 1	Small Company Value Trust Series 0
Mid Cap Intersection Trust Series 1	Small Company Value Trust Series 1
Mid Cap Stock Trust Series 0	Special Value Trust Series 0
Mid Cap Stock Trust Series 1	Special Value Trust Series 1
Mid Cap Value Trust Series 0	Strategic Bond Trust Series 0
Mid Cap Value Trust Series 1	Strategic Bond Trust Series 1
Mid Value Trust Series 0	Strategic Income Trust Series 0
Money Market Trust B Series 0	Strategic Income Trust Series 1
Money Market Trust Series 1	Strategic Opportunities Trust Series 0
Natural Resources Trust Series 0	Strategic Opportunities Trust Series 1
Natural Resources Trust Series 1	Total Bond Market Trust B Series 0
Overseas Equity Trust Series 0	Total Return Trust Series 0
Pacific Rim Trust Series 0	Total Return Trust Series 1
Pacific Rim Trust Series 1	Total Stock Market Index Trust Series 0
Quantitative All Cap Trust Series 0	Total Stock Market Index Trust Series 1
Quantitative All Cap Trust Series 1	U.S. Core Trust Series 0
Quantitative Mid Cap Trust Series 0	U.S. Core Trust Series 1
Quantitative Mid Cap Trust Series 1	U.S. Global Leaders Growth Trust Series 0
Quantitative Value Trust Series 0	U.S. Global Leaders Growth Trust Series 1

4

U.S. Government Securities Trust Series 0	Utilities Trust Series 0
U.S. Government Securities Trust Series 1	Utilities Trust Series 1
U.S. High Yield Bond Trust Series 0	Value Trust Series 0
U.S. High Yield Bond Trust Series 1	Value Trust Series 1
U.S. Large Cap Trust Series 0	All Asset Portfolio Series 1
U.S. Large Cap Trust Series 1

as of December 31, 2007, the related statements of operations and changes in contract owners’ equity for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Account’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Account’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the sub-accounts of John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2007, and the results of their operations and the changes in their contract owners’ equity for each of the two years in the period then ended and the financial highlights for each of the five years then ended, in conformity with U.S. generally accepted accounting principles.

Toronto, Canada	Chartered Accountants
April 15, 2008	Licensed Public Accountants

5

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Contract Owners’ Equity

December 31, 2007

Assets
Investments at fair value:
Sub-accounts invested in John Hancock Trust portfolios:
500 Index Trust B Series 0 - 1,120,587 shares (cost $19,447,866)	$	20,742,059
500 Index Trust Series 1 - 2,078,666 shares (cost $25,719,101)		26,274,333
Active Bond Trust Series 0 - 49,510 shares (cost $479,836)		465,396
Active Bond Trust Series 1 - 205,301 shares (cost $2,017,514)		1,929,828
All Cap Core Trust Series 0 - 1,476 shares (cost $29,452)		29,280
All Cap Core Trust Series 1 - 569,193 shares (cost $10,855,833)		11,287,106
All Cap Growth Trust Series 0 - 1,157 shares (cost $23,601)		23,129
All Cap Growth Trust Series 1 - 204,877 shares (cost $3,283,906)		4,091,403
All Cap Value Trust Series 0 - 5,405 shares (cost $60,090)		44,000
All Cap Value Trust Series 1 - 1,048,717 shares (cost $11,683,276)		8,557,532
American Blue Chip Income and Growth Trust Series 1 - 237,945 shares (cost $4,106,402)		3,540,621
American Bond Trust Series 1 - 292,868 shares (cost $3,891,839)		3,845,351
American Growth Trust Series 1 - 1,075,186 shares (cost $23,320,336)		23,277,773
American Growth-Income Trust Series 1 - 221,813 shares (cost $4,420,847)		4,332,011
American International Trust Series 1 - 1,739,492 shares (cost $41,402,819)		46,461,807
Blue Chip Growth Trust Series 0 - 101,991 shares (cost $2,089,278)		2,209,133
Blue Chip Growth Trust Series 1 - 1,153,294 shares (cost $21,059,267)		25,026,470
Capital Appreciation Trust Series 0 - 21,697 shares (cost $209,325)		218,272
Capital Appreciation Trust Series 1 - 792,820 shares (cost $7,153,393)		7,967,841
Classic Value Trust Series 0 - 1,837 shares (cost $27,246)		22,489
Classic Value Trust Series 1 - 61,091 shares (cost $924,208)		747,147
Core Bond Trust Series 1 - 96 shares (cost $1,199)		1,200
Core Equity Trust Series 0 - 2,783 shares (cost $41,165)		36,874
Core Equity Trust Series 1 - 43,990 shares (cost $635,375)		581,986
Dynamic Growth Trust Series 0 - 20,741 shares (cost $135,466)		137,099
Dynamic Growth Trust Series 1 - 359,892 shares (cost $2,174,340)		2,375,285
Emerging Growth Trust Series 0 - 10,057 shares (cost $111,501)		96,947
Emerging Growth Trust Series 1 - 85,433 shares (cost $943,268)		821,867
Emerging Markets Value Trust Series 1 - 6,384 shares (cost $99,126)		93,016
Emerging Small Company Trust Series 0 - 14,617 shares (cost $389,349)		358,856
Emerging Small Company Trust Series 1 - 1,372,371 shares (cost $40,388,123)		33,623,081
Equity-Income Trust Series 0 - 653,127 shares (cost $11,572,174)		10,730,873
Equity-Income Trust Series 1 - 2,030,032 shares (cost $35,327,458)		33,434,627
Financial Services Trust Series 0 - 3,370 shares (cost $59,938)		48,965
Financial Services Trust Series 1 - 44,316 shares (cost $735,770)		644,355
Fundamental Value Trust Series 0 - 6,935 shares (cost $113,492)		114,075
Fundamental Value Trust Series 1 - 256,150 shares (cost $4,045,066)		4,226,469
Global Allocation Trust Series 0 - 4,241 shares (cost $52,369)		47,414
Global Allocation Trust Series 1 - 214,294 shares (cost $2,642,296)		2,404,378
Global Bond Trust Series 0 - 343,667 shares (cost $5,067,990)		5,209,990
Global Bond Trust Series 1 - 351,538 shares (cost $5,157,745)		5,343,383

6

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Contract Owners’ Equity

December 31, 2007

Assets (continued)
Investments at fair value:
Sub-accounts invested in John Hancock Trust portfolios:
Global Trust Series 0 - 30,982 shares (cost $607,373)	$	554,586
Global Trust Series 1 - 349,222 shares (cost $6,259,852)		6,258,053
Growth & Income Trust Series 0 - 132,245 shares (cost $1,787,352)		1,675,550
Health Sciences Trust Series 0 - 13,129 shares (cost $202,741)		198,514
Health Sciences Trust Series 1 - 336,223 shares (cost $5,097,359)		5,076,968
High Yield Trust Series 0 - 80,538 shares (cost $834,982)		761,889
High Yield Trust Series 1 - 872,302 shares (cost $8,968,475)		8,286,870
Income & Value Trust Series 0 - 19,711 shares (cost $239,719)		214,061
Income & Value Trust Series 1 - 1,694,682 shares (cost $18,155,979)		18,404,247
International Core Trust Series 0 - 15,652 shares (cost $246,058)		224,764
International Core Trust Series 1 - 728,766 shares (cost $9,526,174)		10,486,948
International Equity Index Trust A Series 1 - 181,461 shares (cost $3,699,056)		4,062,908
International Equity Index Trust B Series 0 - 78,455 shares (cost $1,714,219)		1,652,270
International Opportunities Trust Series 0 - 115,496 shares (cost $2,140,259)		2,039,663
International Opportunities Trust Series 1 - 186,637 shares (cost $3,258,859)		3,296,001
International Small Cap Trust Series 0 - 36,432 shares (cost $827,492)		682,371
International Small Cap Trust Series 1 - 495,195 shares (cost $10,711,070)		9,304,722
International Value Trust Series 0 - 8,131 shares (cost $149,486)		138,707
International Value Trust Series 1 - 1,876,508 shares (cost $33,175,337)		32,163,348
Investment Quality Bond Trust Series 0 - 21,226 shares (cost $243,578)		239,428
Investment Quality Bond Trust Series 1 - 716,398 shares (cost $8,446,333)		8,095,296
Large Cap Trust Series 0 - 3,201 shares (cost $49,566)		46,121
Large Cap Trust Series 1 - 335,938 shares (cost $5,345,567)		4,850,940
Large Cap Value Trust Series 0 - 7,744 shares (cost $182,821)		173,316
Large Cap Value Trust Series 1 - 422,832 shares (cost $9,765,707)		9,458,751
Lifestyle Aggressive Trust Series 0 - 65,818 shares (cost $738,021)		712,814
Lifestyle Aggressive Trust Series 1 - 973,288 shares (cost $10,845,097)		10,530,978
Lifestyle Balanced Trust Series 0 - 211,509 shares (cost $2,916,885)		2,884,985
Lifestyle Balanced Trust Series 1 - 961,018 shares (cost $12,833,273)		13,079,455
Lifestyle Conservative Trust Series 0 - 2,481 shares (cost $33,264)		32,325
Lifestyle Conservative Trust Series 1 - 531,124 shares (cost $6,968,927)		6,915,236
Lifestyle Growth Trust Series 0 - 279,454 shares (cost $3,916,669)		3,850,878
Lifestyle Growth Trust Series 1 - 1,032,968 shares (cost $13,838,425)		14,223,964
Lifestyle Moderate Trust Series 0 - 34,455 shares (cost $462,661)		448,263
Lifestyle Moderate Trust Series 1 - 191,929 shares (cost $2,541,108)		2,495,078
Managed Trust Series 0 - 5,658 shares (cost $75,764)		71,745
Mid Cap Index Trust Series 0 - 61,315 shares (cost $1,199,737)		1,067,496
Mid Cap Index Trust Series 1 - 1,568,023 shares (cost $29,572,046)		27,299,289
Mid Cap Intersection Trust Series 1 - 89 shares (cost $1,096)		1,036
Mid Cap Stock Trust Series 0 - 90,468 shares (cost $1,581,615)		1,450,200
Mid Cap Stock Trust Series 1 - 947,272 shares (cost $15,266,495)		15,137,410

7

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Contract Owners’ Equity

December 31, 2007

Assets (continued)
Investments at fair value:
Sub-accounts invested in John Hancock Trust portfolios:
Mid Cap Value Trust Series 0 - 28,527 shares (cost $443,111)	$	365,431
Mid Cap Value Trust Series 1 - 921,297 shares (cost $14,399,193)		11,820,247
Mid Value Trust Series 0 - 224,448 shares (cost $2,842,665)		2,392,619
Money Market Trust B Series 0 - 22,707,880 shares (cost $22,707,880)		22,707,880
Money Market Trust Series 1 - 8,383,369 shares (cost $83,833,691)		83,833,691
Natural Resources Trust Series 0 - 28,447 shares (cost $980,250)		814,432
Natural Resources Trust Series 1 - 489,719 shares (cost $15,433,972)		14,108,807
Overseas Equity Trust Series 0 - 212,002 shares (cost $3,093,774)		2,948,953
Pacific Rim Trust Series 0 - 38,005 shares (cost $486,393)		399,811
Pacific Rim Trust Series 1 - 755,348 shares (cost $8,605,440)		7,900,944
Quantitative All Cap Trust Series 0 - 2,624 shares (cost $44,028)		40,413
Quantitative All Cap Trust Series 1 - 78 shares (cost $1,261)		1,200
Quantitative Mid Cap Trust Series 0 - 8,107 shares (cost $84,635)		69,797
Quantitative Mid Cap Trust Series 1 - 5,122 shares (cost $52,431)		43,898
Quantitative Value Trust Series 0 - 3,649 shares (cost $52,138)		46,602
Quantitative Value Trust Series 1 - 42,216 shares (cost $587,612)		539,099
Real Estate Securities Trust Series 0 - 401,822 shares (cost $7,820,732)		4,958,485
Real Estate Securities Trust Series 1 - 2,202,079 shares (cost $40,820,476)		27,305,782
Real Return Bond Trust Series 0 - 11,907 shares (cost $156,126)		159,791
Real Return Bond Trust Series 1 - 411,787 shares (cost $5,412,578)		5,575,602
Science & Technology Trust Series 0 - 30,015 shares (cost $420,636)		446,630
Science & Technology Trust Series 1 - 843,580 shares (cost $10,508,124)		12,527,168
Short-Term Bond Trust Series 0 - 11,580 shares (cost $113,904)		109,311
Small Cap Growth Trust Series 0 - 331,387 shares (cost $3,638,660)		3,426,541
Small Cap Index Trust Series 0 - 27,565 shares (cost $446,359)		391,430
Small Cap Index Trust Series 1 - 439,839 shares (cost $6,680,001)		6,241,315
Small Cap Opportunities Trust Series 0 - 2,055 shares (cost $47,755)		42,196
Small Cap Opportunities Trust Series 1 - 158,462 shares (cost $3,731,652)		3,272,245
Small Cap Trust Series 0 - 1,496 shares (cost $21,157)		17,384
Small Cap Trust Series 1 - 9,474 shares (cost $135,790)		109,996
Small Cap Value Trust Series 0 - 217,034 shares (cost $4,369,577)		3,509,437
Small Cap Value Trust Series 1 - 568 shares (cost $9,963)		9,201
Small Company Trust Series 1 - 109,499 shares (cost $1,513,457)		1,234,056
Small Company Value Trust Series 0 - 36,722 shares (cost $770,524)		668,711
Small Company Value Trust Series 1 - 966,933 shares (cost $20,316,688)		17,636,851
Special Value Trust Series 0		—
Special Value Trust Series 1		—
Strategic Bond Trust Series 0 - 13,062 shares (cost $148,021)		142,120
Strategic Bond Trust Series 1 - 403,096 shares (cost $4,693,257)		4,397,774
Strategic Income Trust Series 0 - 1,031 shares (cost $13,879)		14,141
Strategic Income Trust Series 1 - 17,907 shares (cost $245,164)		245,858

8

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Contract Owners’ Equity

December 31, 2007

Assets (continued)
Investments at fair value:
Sub-accounts invested in John Hancock Trust portfolios:
Strategic Opportunities Trust Series 0	$	—
Strategic Opportunities Trust Series 1		—
Total Bond Market Trust B Series 0 - 270,445 shares (cost $2,737,895)		2,658,477
Total Return Trust Series 0 - 64,446 shares (cost $891,563)		894,516
Total Return Trust Series 1 - 2,491,452 shares (cost $34,254,854)		34,656,094
Total Stock Market Index Trust Series 0 - 25,945 shares (cost $351,683)		336,768
Total Stock Market Index Trust Series 1 - 285,225 shares (cost $3,579,206)		3,702,220
U.S. Core Trust Series 0 - 38,840 shares (cost $814,294)		754,280
U.S. Core Trust Series 1 - 390,511 shares (cost $8,051,203)		7,579,823
U.S. Global Leaders Growth Trust Series 0 - 93 shares (cost $1,215)		1,257
U.S. Global Leaders Growth Trust Series 1 - 48,548 shares (cost $639,647)		652,965
U.S. Government Securities Trust Series 0 - 7,732 shares (cost $101,317)		98,886
U.S. Government Securities Trust Series 1 - 736,785 shares (cost $9,829,533)		9,452,949
U.S. High Yield Bond Trust Series 0 - 1,065 shares (cost $14,095)		13,322
U.S. High Yield Bond Trust Series 1 - 21,237 shares (cost $280,974)		265,248
U.S. Large Cap Trust Series 0 - 7,408 shares (cost $124,337)		118,228
U.S. Large Cap Trust Series 1 - 1,311,570 shares (cost $18,639,269)		20,972,000
Utilities Trust Series 0 - 24,199 shares (cost $377,387)		346,525
Utilities Trust Series 1 - 369,783 shares (cost $5,404,929)		5,302,683
Value Trust Series 0 - 29,670 shares (cost $622,552)		514,782
Value Trust Series 1 - 697,041 shares (cost $14,384,432)		12,100,633
Sub-account invested in Outside Trust portfolios:
All Asset Portfolio Series 1 - 73,813 shares (cost $868,093)	$	867,298
Total assets	$	861,735,968
Contract Owners’ Equity
Variable universal life insurance contracts	$	861,735,968

See accompanying notes.

9

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

	Sub-Account
	500 Index Trust B Series 0						500 Index Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	612,671		$	282,780		$	687,947		$	105,632
Total Investment Income		612,671			282,780			687,947			105,632
Expenses:
Mortality and expense risk		59,199			95,488			76,928			34,429
Net investment income (loss)		553,472			187,292			611,019			71,203
Realized gains (losses) on investments:
Capital gain distributions		—			—			—			—
Net realized gain (loss)		1,528,898			1,951,007			1,132,219			972,049
Realized gains (losses)		1,528,898			1,951,007			1,132,219			972,049
Unrealized appreciation (depreciation) during the period		(1,004,526	)		1,108,607			(700,088	)		675,969
Net increase (decrease) in assets from operations		1,077,844			3,246,906			1,043,150			1,719,221
Changes from principal transactions:
Transfer of net premiums		2,541,278			2,032,426			802,682			1,491,095
Transfer on terminations		(1,584,258	)		(13,863,663	)		(3,328,533	)		(2,432,260	)
Transfer on policy loans		(53,634	)		(24,494	)		(391,716	)		(3,005	)
Net interfund transfers		996,051			3,960,547			16,714,382			(566,907	)
Net increase (decrease) in assets from principal transactions		1,899,437			(7,895,184	)		13,796,815			(1,511,077	)
Total increase (decrease) in assets		2,977,281			(4,648,278	)		14,839,965			208,144
Assets, beginning of period		17,764,778			22,413,056			11,434,368			11,226,224
Assets, end of period	$	20,742,059		$	17,764,778		$	26,274,333		$	11,434,368

(g) Fund available in prior year but no activity.

See accompanying notes.

10

Sub-Account
Active Bond Trust Series 0						Active Bond Trust Series 1						All Asset Portfolio Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	25,828		$	9,541		$	226,884		$	107,757		$	61,232		$	33,599
	25,828			9,541			226,884			107,757			61,232			33,599
	—			—			11,517			21,697			4,706			3,386
	25,828			9,541			215,367			86,060			56,526			30,213
	—			—			—			—			—			1,988
	(2,590	)		(10,217	)		50,926			6,290			(2,105	)		(949	)
	(2,590	)		(10,217	)		50,926			6,290			(2,105	)		1,039
	(14,221	)		(219	)		(197,796	)		69,245			4,161			(1,319	)
	9,017			(895	)		68,497			161,595			58,582			29,933
	81,731			—			149,449			407,935			96,122			130,934
	45,876			(2,556	)		(473,630	)		(110,771	)		(119,987	)		(73,036	)
	—			—			1,101			(46	)		—			—
	220,711			111,512			(2,280,193	)		(159,567	)		39,146			170,869
	348,318			108,956			(2,603,273	)		137,551			15,281			228,767
	357,335			108,061			(2,534,776	)		299,146			73,863			258,700
	108,061			—			4,464,604			4,165,458			793,435			534,735
$	465,396		$	108,061		$	1,929,828		$	4,464,604		$	867,298		$	793,435

11

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	All Cap Core Trust Series 0						All Cap Core Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	453			—		$	158,567		$	24,386
Total Investment Income		453			—			158,567			24,386
Expenses:
Mortality and expense risk		—			—			45,352			20,666
Net investment income (loss)		453			—			113,215			3,720
Realized gains (losses) on investments:
Capital gain distributions		—			—			—			—
Net realized gain (loss)		190			1			424,416			258,922
Realized gains (losses)		190			1			424,416			258,922
Unrealized appreciation (depreciation) during the period		(193	)		20			(381,980	)		232,941
Net increase (decrease) in assets from operations		450			21			155,651			495,583
Changes from principal transactions:
Transfer of net premiums		1,010			228			289,707			475,000
Transfer on terminations		(5,152	)		(18	)		(363,196	)		(394,405	)
Transfer on policy loans		—			—			(18,476	)		(8,327	)
Net interfund transfers		32,677			64			6,657,434			931,922
Net increase (decrease) in assets from principal transactions		28,535			274			6,565,469			1,004,190
Total increase (decrease) in assets		28,985			295			6,721,120			1,499,773
Assets, beginning of period		295			—			4,565,986			3,066,213
Assets, end of period	$	29,280		$	295		$	11,287,106		$	4,565,986

(g) Fund available in prior year but no activity.

See accompanying notes.

12

Sub-Account
All Cap Growth Trust Series 0						All Cap Growth Trust Series 1						All Cap Value Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	100			—		$	1,913			—		$	727			—
	100			—			1,913			—			727			—
	—			—			19,444			39,826			—			—
	100			—			(17,531	)		(39,826	)		727			—
	—			—			—			—			17,926			—
	16,996			2			258,604			739,977			(532	)		—
	16,996			2			258,604			739,977			17,394			—
	(530	)		58			201,083			(492,006	)		(16,105	)		15
	16,566			60			442,156			208,145			2,016			15
	34,558			673			230,443			692,073			7,337			228
	120,002			(76	)		(449,457	)		(937,821	)		22,893			(19	)
	—			—			(9,799	)		(7,646	)		—			—
	(148,844	)		190			(297,579	)		(3,551,535	)		11,466			64
	5,716			787			(526,392	)		(3,804,929	)		41,696			273
	22,282			847			(84,236	)		(3,596,784	)		43,712			288
	847			—			4,175,639			7,772,423			288			—
$	23,129		$	847		$	4,091,403		$	4,175,639		$	44,000		$	288

13

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	All Cap Value Trust Series 1						American Blue Chip Income and Growth Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	134,846		$	15,750		$	98,701		$	17,474
Total Investment Income		134,846			15,750			98,701			17,474
Expenses:
Mortality and expense risk		27,087			9,091			15,780			12,892
Net investment income (loss)		107,759			6,659			82,921			4,582
Realized gains (losses) on investments:
Capital gain distributions		3,486,020			351,048			750,767			53,784
Net realized gain (loss)		17,862			49,659			210,915			66,140
Realized gains (losses)		3,503,882			400,707			961,682			119,924
Unrealized appreciation (depreciation) during the period		(3,114,574	)		(169,440	)		(926,518	)		363,974
Net increase (decrease) in assets from operations		497,067			237,926			118,085			488,480
Changes from principal transactions:
Transfer of net premiums		147,292			353,846			573,618			464,293
Transfer on terminations		(226,059	)		(275,304	)		(296,092	)		(31,061	)
Transfer on policy loans		—			—			(1,043	)		(988	)
Net interfund transfers		6,140,550			(23,721	)		(2,014,428	)		1,914,449
Net increase (decrease) in assets from principal transactions		6,061,783			54,821			(1,737,945	)		2,346,693
Total increase (decrease) in assets		6,558,850			292,747			(1,619,860	)		2,835,173
Assets, beginning of period		1,998,682			1,705,935			5,160,481			2,325,308
Assets, end of period	$	8,557,532		$	1,998,682		$	3,540,621		$	5,160,481

(g) Fund available in prior year but no activity.

See accompanying notes.

14

Sub-Account
American Bond Trust Series 1						American Growth Trust Series 1						American Growth-Income Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	105,828			—		$	256,748		$	88,398		$	82,530		$	30,892
	105,828			—			256,748			88,398			82,530			30,892
	8,980			306			89,376			136,426			12,362			12,520
	96,848			(306	)		167,372			(48,028	)		70,168			18,372
	907			—			2,245,134			187,781			184,516			3,304
	5,829			34			4,502,816			955,848			317,225			133,791
	6,736			34			6,747,950			1,143,629			501,741			137,095
	(50,630	)		4,142			(4,654,694	)		1,670,864			(528,880	)		225,049
	52,954			3,870			2,260,628			2,766,465			43,029			380,516
	222,473			3,088			1,639,928			1,692,259			709,642			584,979
	(58,267	)		(370	)		(2,204,015	)		(900,900	)		(301,793	)		(249,905	)
	—			—			(10,202	)		(17,148	)		(984	)		(989	)
	3,221,361			400,242			(14,998,928	)		6,860,568			872,617			(430,195	)
	3,385,567			402,960			(15,573,217	)		7,634,779			1,279,482			(96,110	)
	3,438,521			406,830			(13,312,589	)		10,401,244			1,322,511			284,406
	406,830			—			36,590,362			26,189,118			3,009,500			2,725,094
$	3,845,351		$	406,830		$	23,277,773		$	36,590,362		$	4,332,011		$	3,009,500

15

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	American International Trust Series 1						Blue Chip Growth Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	994,832		$	169,701		$	14,812		—
Total Investment Income		994,832			169,701			14,812		—
Expenses:
Mortality and expense risk		139,156			86,663			—		—
Net investment income (loss)		855,676			83,038			14,812		—
Realized gains (losses) on investments:
Capital gain distributions		3,603,268			194,848			—		—
Net realized gain (loss)		1,872,953			829,200			116,889		780
Realized gains (losses)		5,476,221			1,024,048			116,889		780
Unrealized appreciation (depreciation) during the period		826,619			2,524,806			55,154		64,702
Net increase (decrease) in assets from operations		7,158,516			3,631,892			186,855		65,482
Changes from principal transactions:
Transfer of net premiums		2,121,774			1,439,767			854,529		115,515
Transfer on terminations		(1,439,599	)		(633,077	)		27,047		(12,807	)
Transfer on policy loans		(1,427	)		(12,415	)		—		—
Net interfund transfers		8,004,452			10,937,970			432,532		539,980
Net increase (decrease) in assets from principal transactions		8,685,200			11,732,245			1,314,108		642,688
Total increase (decrease) in assets		15,843,716			15,364,137			1,500,963		708,170
Assets, beginning of period		30,618,091			15,253,954			708,170		—
Assets, end of period	$	46,461,807		$	30,618,091		$	2,209,133	$	708,170

(g) Fund available in prior year but no activity.

See accompanying notes.

16

Sub-Account
Blue Chip Growth Trust Series 1						Capital Appreciation Trust Series 0						Capital Appreciation Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	179,592		$	59,385		$	944			—		$	22,847			—
	179,592			59,385			944			—			22,847			—
	109,943			136,070			—			—			37,431			32,673
	69,649			(76,685	)		944			—			(14,584	)		(32,673	)
	—			—			762			—			32,105			284,871
	1,920,443			2,781,876			13,735			31			98,907			(50,207	)
	1,920,443			2,781,876			14,497			31			131,012			234,664
	892,459			(318,318	)		8,726			221			677,020			(147,127	)
	2,882,551			2,386,873			24,167			252			793,448			54,864
	1,050,985			2,784,024			78,384			187			695,381			666,878
	(3,369,370	)		(10,202,021	)		91,468			(160	)		(1,193,581	)		(1,169,210	)
	(141,423	)		(7,131	)		—			—			(42,996	)		(494	)
	577,572			(381,960	)		(76,853	)		100,827			(234,158	)		6,240,842
	(1,882,236	)		(7,807,088	)		92,999			100,854			(775,354	)		5,738,016
	1,000,315			(5,420,215	)		117,166			101,106			18,094			5,792,880
	24,026,155			29,446,370			101,106			—			7,949,747			2,156,867
$	25,026,470		$	24,026,155		$	218,272		$	101,106		$	7,967,841		$	7,949,747

17

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Classic Value Trust Series 0						Classic Value Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	430		$	6		$	13,926		$	9,753
Total Investment Income		430			6			13,926			9,753
Expenses:
Mortality and expense risk		—			—			5,343			3,827
Net investment income (loss)		430			6			8,583			5,926
Realized gains (losses) on investments:
Capital gain distributions		2,182			11			97,324			18,700
Net realized gain (loss)		(701	)		2			12,959			12,655
Realized gains (losses)		1,481			13			110,283			31,355
Unrealized appreciation (depreciation) during the period		(4,798	)		41			(227,834	)		64,710
Net increase (decrease) in assets from operations		(2,887	)		60			(108,968	)		101,991
Changes from principal transactions:
Transfer of net premiums		15,374			518			137,096			188,549
Transfer on terminations		434			(41	)		(19,630	)		(23,069	)
Transfer on policy loans		—			—			—			—
Net interfund transfers		8,885			146			(359,547	)		397,203
Net increase (decrease) in assets from principal transactions		24,693			623			(242,081	)		562,683
Total increase (decrease) in assets		21,806			683			(351,049	)		664,674
Assets, beginning of period		683			—			1,098,196			433,522
Assets, end of period	$	22,489		$	683		$	747,147		$	1,098,196

(g) Fund available in prior year but no activity.

See accompanying notes.

18

Sub-Account
Core Bond Trust Series 1						Core Equity Trust Series 0						Core Equity Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	57		$	5		$	12			—			—			—
	57			5			12			—			—			—
	4			1			—			—			5,679			2,774
	53			4			12			—			(5,679	)		(2,774	)
	—			—			1,464			—			49,354			24,172
	(2	)		—			358			18			(56,390	)		(344	)
	(2	)		—			1,822			18			(7,036	)		23,828
	(6	)		7			(5,001	)		710			(92,260	)		20,155
	45			11			(3,167	)		728			(104,975	)		41,209
	655			285			29,132			4,921			98,955			109,062
	(30	)		(13	)		(1,544	)		(571	)		(44,188	)		(24,625	)
	—			—			—			—			—			3,516
	175			—			5,987			1,388			(50,913	)		269,501
	800			272			33,575			5,738			3,854			357,454
	845			283			30,408			6,466			(101,121	)		398,663
	355			72			6,466			—			683,107			284,444
$	1,200		$	355		$	36,874		$	6,466		$	581,986		$	683,107

19

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Dynamic Growth Trust Series 0					Dynamic Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution		—		—			—			—
Total Investment Income		—		—			—			—
Expenses:
Mortality and expense risk		—		—			14,484			19,137
Net investment income (loss)		—		—			(14,484	)		(19,137	)
Realized gains (losses) on investments:
Capital gain distributions		—		—			—			—
Net realized gain (loss)		7,157		298			228,586			567,438
Realized gains (losses)		7,157		298			228,586			567,438
Unrealized appreciation (depreciation) during the period		150		1,483			(16,855	)		(224,471	)
Net increase (decrease) in assets from operations		7,307		1,781			197,247			323,830
Changes from principal transactions:
Transfer of net premiums		49,659		18,643			313,078			713,657
Transfer on terminations		38,899		(557	)		(251,687	)		(89,364	)
Transfer on policy loans		—		—			4,242			(642	)
Net interfund transfers		14,489		6,878			(1,492,819	)		(1,431,101	)
Net increase (decrease) in assets from principal transactions		103,047		24,964			(1,427,186	)		(807,450	)
Total increase (decrease) in assets		110,354		26,745			(1,229,939	)		(483,620	)
Assets, beginning of period		26,745		—			3,605,224			4,088,844
Assets, end of period	$	137,099	$	26,745		$	2,375,285		$	3,605,224

(g) Fund available in prior year but no activity.

(w) Reflects the period from commencement of operations on April 30, 2007 through December 31, 2007.

See accompanying notes.

20

Sub-Account
Emerging Growth Trust Series 0						Emerging Growth Trust Series 1						Emerging Markets Value Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07 (w)
$	154			—		$	938			—		$	583
	154			—			938			—			583
	—			—			2,718			2,029			83
	154			—			(1,780	)		(2,029	)		500
	14,087			—			173,166			178,162			1,978
	(691	)		1			(129,551	)		(48,779	)		(2	)
	13,396			1			43,615			129,383			1,976
	(14,597	)		44			(33,041	)		(85,962	)		(6,110	)
	(1,047	)		45			8,794			41,392			(3,634	)
	6,135			508			65,009			267,906			210
	14,104			(61	)		(55,887	)		(13,642	)		(744	)
	—			—			—			—			—
	77,120			143			333,526			(125,289	)		97,184
	97,359			590			342,648			128,975			96,650
	96,312			635			351,442			170,367			93,016
	635			—			470,425			300,058			—
$	96,947		$	635		$	821,867		$	470,425		$	93,016

21

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Emerging Small Company Trust Series 0						Emerging Small Company Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution		—			—			—			—
Total Investment Income		—			—			—			—
Expenses:
Mortality and expense risk		—			—			216,858			279,831
Net investment income (loss)		—			—			(216,858	)		(279,831	)
Realized gains (losses) on investments:
Capital gain distributions		51,673			—			8,264,873			2,674,796
Net realized gain (loss)		(14,551	)		555			596,174			1,383,143
Realized gains (losses)		37,122			555			8,861,047			4,057,939
Unrealized appreciation (depreciation) during the period		(33,317	)		2,824			(5,983,529	)		(3,044,679	)
Net increase (decrease) in assets from operations		3,805			3,379			2,660,660			733,429
Changes from principal transactions:
Transfer of net premiums		117,462			43,803			1,756,587			2,725,022
Transfer on terminations		25,101			(2,609	)		(5,019,723	)		(10,053,926	)
Transfer on policy loans		—			—			282,912			(103,853	)
Net interfund transfers		86,101			81,814			(6,753,775	)		(3,553,560	)
Net increase (decrease) in assets from principal transactions		228,664			123,008			(9,733,999	)		(10,986,317	)
Total increase (decrease) in assets		232,469			126,387			(7,073,339	)		(10,252,888	)
Assets, beginning of period		126,387			—			40,696,420			50,949,308
Assets, end of period	$	358,856		$	126,387		$	33,623,081		$	40,696,420

(g) Fund available in prior year but no activity.

See accompanying notes.

22

Sub-Account
Equity-Income Trust Series 0						Equity-Income Trust Series 1						Financial Services Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	298,313		$	75,195		$	1,016,848		$	555,400		$	968			—
	298,313			75,195			1,016,848			555,400			968			—
	—			—			155,771			178,013			—			—
	298,313			75,195			861,077			377,387			968			—
	1,143,763			299,134			3,963,935			2,285,226			7,776			—
	39,095			(6,017	)		2,052,777			2,028,547			4,409			3
	1,182,858			293,117			6,016,712			4,313,773			12,185			3
	(1,263,386	)		422,086			(5,749,846	)		1,664,587			(11,097	)		123
	217,785			790,398			1,127,943			6,355,747			2,056			126
	1,513,608			1,122,253			2,101,943			4,143,822			20,627			746
	22,242			(96,216	)		(4,749,908	)		(11,069,787	)		74,069			(58	)
	(979	)		—			(67,293	)		2,280			—			—
	1,982,149			5,179,633			(2,671,380	)		2,034,082			(48,811	)		210
	3,517,020			6,205,670			(5,386,638	)		(4,889,603	)		45,885			898
	3,734,805			6,996,068			(4,258,695	)		1,466,144			47,941			1,024
	6,996,068			—			37,693,322			36,227,178			1,024			—
$	10,730,873		$	6,996,068		$	33,434,627		$	37,693,322		$	48,965		$	1,024

23

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Financial Services Trust Series 1						Fundamental Value Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	12,671		$	1,596		$	1,921			—
Total Investment Income		12,671			1,596			1,921			—
Expenses:
Mortality and expense risk		7,108			3,765			—			—
Net investment income (loss)		5,563			(2,169	)		1,921			—
Realized gains (losses) on investments:
Capital gain distributions		103,714			9			4,510			—
Net realized gain (loss)		124,791			55,457			1,148			34
Realized gains (losses)		228,505			55,466			5,658			34
Unrealized appreciation (depreciation) during the period		(299,592	)		146,028			(3,347	)		3,930
Net increase (decrease) in assets from operations		(65,524	)		199,325			4,232			3,964
Changes from principal transactions:
Transfer of net premiums		190,500			49,102			5,978			10,204
Transfer on terminations		(242,540	)		(40,074	)		(6,870	)		(1,885	)
Transfer on policy loans		747			4,292			—			—
Net interfund transfers		(1,750,928	)		1,833,215			9,582			88,870
Net increase (decrease) in assets from principal transactions		(1,802,221	)		1,846,535			8,690			97,189
Total increase (decrease) in assets		(1,867,745	)		2,045,860			12,922			101,153
Assets, beginning of period		2,512,100			466,240			101,153			—
Assets, end of period	$	644,355		$	2,512,100		$	114,075		$	101,153

(g) Fund available in prior year but no activity.

See accompanying notes.

24

Sub-Account
Fundamental Value Trust Series 1						Global Allocation Trust Series 0						Global Allocation Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	65,923		$	28,785		$	2,408			—		$	170,015		$	13,734
	65,923			28,785			2,408			—			170,015			13,734
	20,838			18,811			—			—			11,465			7,188
	45,085			9,974			2,408			—			158,550			6,546
	160,619			119,786			3,100			—			278,512			—
	242,062			156,488			53			1			89,077			80,136
	402,681			276,274			3,153			1			367,589			80,136
	(315,949	)		211,439			(4,979	)		24			(389,569	)		131,257
	131,817			497,687			582			25			136,570			217,939
	243,683			288,957			6,563			300			102,556			486,651
	(325,251	)		(407,951	)		(2,517	)		(22	)		(159,556	)		(26,704	)
	(1,163	)		2,924			—			—			—			—
	(283,754	)		1,135,577			42,398			85			497,937			832,565
	(366,485	)		1,019,507			46,444			363			440,937			1,292,512
	(234,668	)		1,517,194			47,026			388			577,507			1,510,451
	4,461,137			2,943,943			388			—			1,826,871			316,420
$	4,226,469		$	4,461,137		$	47,414		$	388		$	2,404,378		$	1,826,871

25

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Global Bond Trust Series 0					Global Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	337,166		—		$	369,675			—
Total Investment Income		337,166		—			369,675			—
Expenses:
Mortality and expense risk		—		—			22,345			24,142
Net investment income (loss)		337,166		—			347,330			(24,142	)
Realized gains (losses) on investments:
Capital gain distributions		—		26,941			—			59,657
Net realized gain (loss)		48,972		(824	)		36,162			(76,647	)
Realized gains (losses)		48,972		26,117			36,162			(16,990	)
Unrealized appreciation (depreciation) during the period		44,803		97,196			76,192			292,520
Net increase (decrease) in assets from operations		430,941		123,313			459,684			251,388
Changes from principal transactions:
Transfer of net premiums		1,251,492		552,401			404,837			472,515
Transfer on terminations		113,292		(45,899	)		(580,111	)		(489,708	)
Transfer on policy loans		—		—			15			(2,177	)
Net interfund transfers		225,227		2,559,223			(29,508	)		(377,984	)
Net increase (decrease) in assets from principal transactions		1,590,011		3,065,725			(204,767	)		(397,354	)
Total increase (decrease) in assets		2,020,952		3,189,038			254,917			(145,966	)
Assets, beginning of period		3,189,038		—			5,088,466			5,234,432
Assets, end of period	$	5,209,990	$	3,189,038		$	5,343,383		$	5,088,466

(g) Fund available in prior year but no activity.

(m) Fund renamed on May 1, 2006. Previously known as Growth & Income Trust II. Fund available in prior year but no activity.

See accompanying notes.

26

Sub-Account
Global Trust Series 0						Global Trust Series 1						Growth & Income Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (m)
$	7,731			—		$	144,895		$	60,375		$	29,863			—
	7,731			—			144,895			60,375			29,863			—
	—			—			29,933			24,363			—			—
	7,731			—			114,962			36,012			29,863			—
	30,550			—			352,080			—			154,320			—
	10,784			190			505,785			539,705			102,143			1,964
	41,334			190			857,865			539,705			256,463			1,964
	(58,391	)		5,604			(933,430	)		329,778			(245,541	)		133,739
	(9,326	)		5,794			39,397			905,495			40,785			135,703
	269,038			58,405			525,229			763,200			745,023			253,607
	14,607			(1,717	)		(414,465	)		(497,033	)		(57,611	)		(19,642	)
	—			—			(16,466	)		(4,908	)		—			—
	178,441			39,344			398,617			48,735			(392,472	)		970,157
	462,086			96,032			492,915			309,994			294,940			1,204,122
	452,760			101,826			532,312			1,215,489			335,725			1,339,825
	101,826			—			5,725,741			4,510,252			1,339,825			—
$	554,586		$	101,826		$	6,258,053		$	5,725,741		$	1,675,550		$	1,339,825

27

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Health Sciences Trust Series 0						Health Sciences Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution		—			—			—			—
Total Investment Income		—			—			—			—
Expenses:
Mortality and expense risk		—			—			22,083			23,308
Net investment income (loss)		—			—			(22,083	)		(23,308	)
Realized gains (losses) on investments:
Capital gain distributions		68,445			—			913,224			408,934
Net realized gain (loss)		7,734			3			174,141			305,009
Realized gains (losses)		76,179			3			1,087,365			713,943
Unrealized appreciation (depreciation) during the period		(4,363	)		136			(281,318	)		(272,587	)
Net increase (decrease) in assets from operations		71,816			139			783,964			418,048
Changes from principal transactions:
Transfer of net premiums		111,651			1,596			589,752			820,917
Transfer on terminations		387,816			(120	)		(1,093,263	)		(317,914	)
Transfer on policy loans		—			—			(162	)		1,231
Net interfund transfers		(374,834	)		450			(649,388	)		(60,492	)
Net increase (decrease) in assets from principal transactions		124,633			1,926			(1,153,061	)		443,742
Total increase (decrease) in assets		196,449			2,065			(369,097	)		861,790
Assets, beginning of period		2,065			—			5,446,065			4,584,275
Assets, end of period	$	198,514		$	2,065		$	5,076,968		$	5,446,065

(g) Fund available in prior year but no activity.

See accompanying notes.

28

Sub-Account
High Yield Trust Series 0						High Yield Trust Series 1						Income & Value Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	79,658			—		$	1,256,446		$	1,116,926		$	6,612			—
	79,658			—			1,256,446			1,116,926			6,612			—
	—			—			48,620			70,552			—			—
	79,658			—			1,207,826			1,046,374			6,612			—
	—			—			—			—			15,516			—
	(6,746	)		164			94,917			59,432			1,762			20
	(6,746	)		164			94,917			59,432			17,278			20
	(77,644	)		4,551			(1,169,726	)		113,516			(26,545	)		887
	(4,732	)		4,715			133,017			1,219,322			(2,655	)		907
	128,733			35,955			871,319			1,325,822			92,207			20,609
	183,964			(2,303	)		(1,655,847	)		(2,570,328	)		43,151			(595	)
	—			—			(27,463	)		4,387			—			—
	321,630			93,927			(2,183,975	)		(5,728,019	)		47,671			12,766
	634,327			127,579			(2,995,966	)		(6,968,138	)		183,029			32,780
	629,595			132,294			(2,862,949	)		(5,748,816	)		180,374			33,687
	132,294			—			11,149,819			16,898,635			33,687			—
$	761,889		$	132,294		$	8,286,870		$	11,149,819		$	214,061		$	33,687

29

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Income & Value Trust Series 1						International Core Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (h)
Income:
Dividend income distribution	$	779,998		$	504,298		$	4,124			—
Total Investment Income		779,998			504,298			4,124			—
Expenses:
Mortality and expense risk		123,584			142,312			—			—
Net investment income (loss)		656,414			361,986			4,124			—
Realized gains (losses) on investments:
Capital gain distributions		1,367,856			—			24,428			—
Net realized gain (loss)		653,109			730,264			3,566			5
Realized gains (losses)		2,020,965			730,264			27,994			5
Unrealized appreciation (depreciation) during the period		(2,587,856	)		647,357			(21,780	)		486
Net increase (decrease) in assets from operations		89,523			1,739,607			10,338			491
Changes from principal transactions:
Transfer of net premiums		1,656,430			1,706,406			28,676			—
Transfer on terminations		(2,620,412	)		(5,319,992	)		91,974			(145	)
Transfer on policy loans		(17,417	)		34,839			(632	)		—
Net interfund transfers		(2,194,036	)		(2,130,395	)		87,680			6,382
Net increase (decrease) in assets from principal transactions		(3,175,435	)		(5,709,142	)		207,698			6,237
Total increase (decrease) in assets		(3,085,912	)		(3,969,535	)		218,036			6,728
Assets, beginning of period		21,490,159			25,459,694			6,728			—
Assets, end of period	$	18,404,247		$	21,490,159		$	224,764		$	6,728

(h) Fund renamed on May 1, 2006. Previously known as International Stock Trust. Fund available in prior year but no activity.

(i) Fund renamed on May 1, 2006. Previously known as International Stock Trust.

(g) Fund available in prior year but no activity.

See accompanying notes.

30

Sub-Account
International Core Trust Series 1						International Equity Index Trust A Series 1						International Equity Index Trust B Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (i)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	231,949		$	97,181		$	149,603		$	57,198		$	60,175		$	46,778
	231,949			97,181			149,603			57,198			60,175			46,778
	55,431			77,019			18,941			35,162			—			—
	176,518			20,162			130,662			22,036			60,175			46,778
	1,374,346			739,210			181,589			57,938			96,381			45,748
	624,280			3,620,975			1,822,415			260,582			21,513			225,148
	1,998,626			4,360,185			2,004,004			318,520			117,894			270,896
	(1,113,233	)		(1,222,391	)		(1,614,875	)		1,443,938			(82,617	)		20,668
	1,061,911			3,157,956			519,791			1,784,494			95,452			338,342
	487,585			1,081,864			447,024			329,258			317,610			1,024,066
	(1,019,670	)		(12,217,337	)		(804,801	)		(384,880	)		216,862			(23,328	)
	(109,646	)		(5,003	)		(65	)		(15,182	)		(645	)		—
	447,339			3,415,008			(5,493,628	)		1,785,490			820,659			(1,136,748	)
	(194,392	)		(7,725,468	)		(5,851,470	)		1,714,686			1,354,486			(136,010	)
	867,519			(4,567,512	)		(5,331,679	)		3,499,180			1,449,938			202,332
	9,619,429			14,186,941			9,394,587			5,895,407			202,332			—
$	10,486,948		$	9,619,429		$	4,062,908		$	9,394,587		$	1,652,270		$	202,332

31

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	International Opportunities Trust Series 0						International Opportunities Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	23,219			—		$	43,950		$	1,648
Total Investment Income		23,219			—			43,950			1,648
Expenses:
Mortality and expense risk		—			—			11,945			3,104
Net investment income (loss)		23,219			—			32,005			(1,456	)
Realized gains (losses) on investments:
Capital gain distributions		255,441			—			528,428			14,723
Net realized gain (loss)		21,612			(222	)		106,905			(63,519	)
Realized gains (losses)		277,053			(222	)		635,333			(48,796	)
Unrealized appreciation (depreciation) during the period		(118,291	)		17,695			(148,494	)		184,945
Net increase (decrease) in assets from operations		181,981			17,473			518,844			134,693
Changes from principal transactions:
Transfer of net premiums		128,892			352			205,538			189,587
Transfer on terminations		96,138			(1,354	)		(236,347	)		(6,471	)
Transfer on policy loans		—			—			(19	)		(15,193	)
Net interfund transfers		1,440,278			175,903			653,485			1,844,627
Net increase (decrease) in assets from principal transactions		1,665,308			174,901			622,657			2,012,550
Total increase (decrease) in assets		1,847,289			192,374			1,141,501			2,147,243
Assets, beginning of period		192,374			—			2,154,500			7,257
Assets, end of period	$	2,039,663		$	192,374		$	3,296,001		$	2,154,500

(g) Fund available in prior year but no activity.

See accompanying notes.

32

Sub-Account
International Small Cap Trust Series 0						International Small Cap Trust Series 1						International Value Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	14,798			—		$	249,949		$	58,302		$	22,821			—
	14,798			—			249,949			58,302			22,821			—
	—			—			40,118			29,380			—			—
	14,798			—			209,831			28,922			22,821			—
	127,205			—			2,412,778			—			97,224			—
	(8,707	)		23			1,021,133			579,482			(87,222	)		1
	118,498			23			3,433,911			579,482			10,002			1
	(147,207	)		2,086			(2,957,117	)		819,917			(10,839	)		61
	(13,911	)		2,109			686,625			1,428,321			21,984			62
	66,810			—			650,284			698,436			236,963			394
	140,415			(497	)		(691,551	)		(771,065	)		675,723			(24	)
	—			—			(712	)		3,037			(1,532	)		—
	473,144			14,301			1,806,476			500,324			(796,697	)		1,834
	680,369			13,804			1,764,497			430,732			114,457			2,204
	666,458			15,913			2,451,122			1,859,053			136,441			2,266
	15,913			—			6,853,600			4,994,547			2,266			—
$	682,371		$	15,913		$	9,304,722		$	6,853,600		$	138,707		$	2,266

33

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	International Value Trust Series 1						Investment Quality Bond Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07 (g)
Income:
Dividend income distribution	$	1,334,862		$	403,952		$	13,494
Total Investment Income		1,334,862			403,952			13,494
Expenses:
Mortality and expense risk		128,751			108,226			—
Net investment income (loss)		1,206,111			295,726			13,494
Realized gains (losses) on investments:
Capital gain distributions		4,840,065			969,025			—
Net realized gain (loss)		2,167,602			2,013,283			(1,966	)
Realized gains (losses)		7,007,667			2,982,308			(1,966	)
Unrealized appreciation (depreciation) during the period		(5,559,113	)		2,661,201			(4,151	)
Net increase (decrease) in assets from operations		2,654,665			5,939,235			7,377
Changes from principal transactions:
Transfer of net premiums		3,035,928			2,727,556			32,386
Transfer on terminations		(4,533,699	)		(2,112,356	)		48,591
Transfer on policy loans		(2,332	)		(7,715	)		—
Net interfund transfers		2,926,990			2,046,461			151,074
Net increase (decrease) in assets from principal transactions		1,426,887			2,653,946			232,051
Total increase (decrease) in assets		4,081,552			8,593,181			239,428
Assets, beginning of period		28,081,796			19,488,615			—
Assets, end of period	$	32,163,348		$	28,081,796		$	239,428

(g) Fund available in prior year but no activity.

(x) Terminated as an investment option and funds transferred to Capital Appreciation Trust on May 1, 2006.

See accompanying notes.

34

Sub-Account
Investment Quality Bond Trust Series 1						Large Cap Growth Trust Series 1			Large Cap Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/06 (x)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	725,658		$	1,288,354		$	24,131		$	302			—
	725,658			1,288,354			24,131			302			—
	46,152			105,730			11,016			—			—
	679,506			1,182,624			13,115			302			—
	—			—			—			2,199			—
	(22,757	)		(1,184,275	)		509,226			(551	)		1
	(22,757	)		(1,184,275	)		509,226			1,648			1
	(206,802	)		429,934			(380,339	)		(3,511	)		66
	449,947			428,283			142,002			(1,561	)		67
	442,710			2,422,502			103,462			17,363			622
	(1,015,433	)		(2,226,276	)		(86,365	)		(4,615	)		(46	)
	(29,010	)		(2,046	)		510			(2,430	)		—
	(479,239	)		(11,335,698	)		(6,693,902	)		36,546			175
	(1,080,972	)		(11,141,518	)		(6,676,295	)		46,864			751
	(631,025	)		(10,713,235	)		(6,534,293	)		45,303			818
	8,726,321			19,439,556			6,534,293			818			—
$	8,095,296		$	8,726,321			—		$	46,121		$	818

35

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Large Cap Trust Series 1						Large Cap Value Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	28,531		$	70		$	1,199			—
Total Investment Income		28,531			70			1,199			—
Expenses:
Mortality and expense risk		18,144			161			—			—
Net investment income (loss)		10,387			(91	)		1,199			—
Realized gains (losses) on investments:
Capital gain distributions		226,024			764			6,421			—
Net realized gain (loss)		(8,370	)		74			511			—
Realized gains (losses)		217,654			838			6,932			—
Unrealized appreciation (depreciation) during the period		(497,632	)		2,764			(9,532	)		27
Net increase (decrease) in assets from operations		(269,591	)		3,511			(1,401	)		27
Changes from principal transactions:
Transfer of net premiums		136,484			1,547			44,041			306
Transfer on terminations		(318,431	)		(1,103	)		16,053			(12	)
Transfer on policy loans		6,348			—			(1,966	)		—
Net interfund transfers		5,259,757			28,399			113,225			3,043
Net increase (decrease) in assets from principal transactions		5,084,158			28,843			171,353			3,337
Total increase (decrease) in assets		4,814,567			32,354			169,952			3,364
Assets, beginning of period		36,373			4,019			3,364			—
Assets, end of period	$	4,850,940		$	36,373		$	173,316		$	3,364

(g) Fund available in prior year but no activity.

(d) Fund renamed on May 1, 2006. Previously known as Lifestyle Aggressive 1000 Trust. Fund available in prior year but no activity.

(r) Fund renamed on May 1, 2006. Previously known as Lifestyle Aggressive 1000 Trust.

See accompanying notes.

36

Sub-Account
Large Cap Value Trust Series 1						Lifestyle Aggressive Trust Series 0						Lifestyle Aggressive Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (d)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (r)
$	97,818		$	21,052		$	42,836			—		$	887,780		$	492,939
	97,818			21,052			42,836			—			887,780			492,939
	39,553			19,369			—			—			52,940			39,930
	58,265			1,683			42,836			—			834,840			453,009
	612,030			377,897			9,702			—			218,371			1,305,415
	222,941			252,166			797			31			(111,787	)		72,211
	834,971			630,063			10,499			31			106,584			1,377,626
	(527,200	)		21,508			(25,728	)		520			(314,032	)		(894,495	)
	366,036			653,254			27,607			551			627,392			936,140
	612,084			460,818			243,357			2,582			426,239			429,496
	(240,840	)		(55,385	)		203,875			(494	)		(777,506	)		(169,847	)
	(5,286	)		(15,537	)		—			—			(102	)		(44,179	)
	3,161,645			655,696			230,842			4,494			2,935,916			365,103
	3,527,603			1,045,592			678,074			6,582			2,584,547			580,573
	3,893,639			1,698,846			705,681			7,133			3,211,939			1,516,713
	5,565,112			3,866,266			7,133			—			7,319,039			5,802,326
$	9,458,751		$	5,565,112		$	712,814		$	7,133		$	10,530,978		$	7,319,039

37

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Lifestyle Balanced Trust Series 0						Lifestyle Balanced Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (c)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (s)
Income:
Dividend income distribution	$	158,970		$	316		$	1,095,980		$	1,139,775
Total Investment Income		158,970			316			1,095,980			1,139,775
Expenses:
Mortality and expense risk		—			—			78,893			114,550
Net investment income (loss)		158,970			316			1,017,087			1,025,225
Realized gains (losses) on investments:
Capital gain distributions		4,661			—			21,458			1,361,959
Net realized gain (loss)		23,738			874			232,388			793,703
Realized gains (losses)		28,399			874			253,846			2,155,662
Unrealized appreciation (depreciation) during the period		(76,055	)		44,155			(513,034	)		(1,043,458	)
Net increase (decrease) in assets from operations		111,314			45,345			757,899			2,137,429
Changes from principal transactions:
Transfer of net premiums		1,135,396			26,615			573,391			2,623,836
Transfer on terminations		(181,391	)		(36,547	)		(1,403,765	)		(2,342,319	)
Transfer on policy loans		—			—			(18,174	)		(2,430	)
Net interfund transfers		485,462			1,298,791			(3,133,406	)		(5,694,687	)
Net increase (decrease) in assets from principal transactions		1,439,467			1,288,859			(3,981,954	)		(5,415,600	)
Total increase (decrease) in assets		1,550,781			1,334,204			(3,224,055	)		(3,278,171	)
Assets, beginning of period		1,334,204			—			16,303,510			19,581,681
Assets, end of period	$	2,884,985		$	1,334,204		$	13,079,455		$	16,303,510

(c) Fund renamed on May 1, 2006. Previously known as Lifestyle Balanced 640 Trust. Fund available in prior year but no activity.

(s) Fund renamed on May 1, 2006. Previously known as Lifestyle Balanced 640 Trust.

(a) Fund renamed on May 1, 2006. Previously known as Lifestyle Conservative 280 Trust. Fund available in prior year but no activity.

(t) Fund renamed on May 1, 2006. Previously known as Lifestyle Conservative 280 Trust.

(z) Fund renamed on May 1, 2006. Previously known as Lifestyle Growth 820 Trust. Fund available in prior year but no activity.

See accompanying notes.

38

Sub-Account
Lifestyle Conservative Trust Series 0						Lifestyle Conservative Trust Series 1						Lifestyle Growth Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (a)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (t)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (z)
$	2,150		$	1		$	308,309		$	305,056		$	185,856		$	390
	2,150			1			308,309			305,056			185,856			390
	—			—			15,544			30,910			—			—
	2,150			1			292,765			274,146			185,856			390
	77			—			16,012			200,160			10,753			—
	(162	)		—			11,699			(333,059	)		45,828			2,563
	(85	)		—			27,711			(132,899	)		56,581			2,563
	(941	)		2			(104,324	)		169,605			(177,371	)		111,580
	1,124			3			216,152			310,852			65,066			114,533
	11,926			644			176,486			900,293			633,937			761,973
	13,517			(93	)		(111,796	)		(745,497	)		(428,450	)		(54,873	)
	—			—			(7,793	)		(13	)		—			—
	4,471			733			5,403,124			(5,188,895	)		2,122,448			636,244
	29,914			1,284			5,460,021			(5,034,112	)		2,327,935			1,343,344
	31,038			1,287			5,676,173			(4,723,260	)		2,393,001			1,457,877
	1,287			—			1,239,063			5,962,323			1,457,877			—
$	32,325		$	1,287		$	6,915,236		$	1,239,063		$	3,850,878		$	1,457,877

39

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Lifestyle Growth Trust Series 1						Lifestyle Moderate Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (u)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (y)
Income:
Dividend income distribution	$	961,732		$	592,683		$	30,282		$	7
Total Investment Income		961,732			592,683			30,282			7
Expenses:
Mortality and expense risk		73,735			62,624			—			—
Net investment income (loss)		887,997			530,059			30,282			7
Realized gains (losses) on investments:
Capital gain distributions		60,991			676,316			586			—
Net realized gain (loss)		374,985			183,308			(869	)		6
Realized gains (losses)		435,976			859,624			(283	)		6
Unrealized appreciation (depreciation) during the period		(565,035	)		(160,067	)		(14,621	)		222
Net increase (decrease) in assets from operations		758,938			1,229,616			15,378			235
Changes from principal transactions:
Transfer of net premiums		747,235			943,502			79,596			—
Transfer on terminations		(1,181,457	)		(816,175	)		258,809			(76	)
Transfer on policy loans		(22,419	)		(31,609	)		—			—
Net interfund transfers		2,496,887			1,783,643			82,397			11,924
Net increase (decrease) in assets from principal transactions		2,040,246			1,879,361			420,802			11,848
Total increase (decrease) in assets		2,799,184			3,108,977			436,180			12,083
Assets, beginning of period		11,424,780			8,315,803			12,083			—
Assets, end of period	$	14,223,964		$	11,424,780		$	448,263		$	12,083

(u) Fund renamed on May 1, 2006. Previously known as Lifestyle Growth 820 Trust.

(y) Fund renamed on May 1, 2006. Previously known as Lifestyle Moderate 460 Trust. Fund available in prior year but no activity.

(v) Fund renamed on May 1, 2006. Previously known as Lifestyle Moderate 460 Trust.

(g) Fund available in prior year but no activity.

(bb) Terminated as an investment option and funds transferred to Mid Cap Index Trust on December 4, 2006.

See accompanying notes.

40

Sub-Account
Lifestyle Moderate Trust Series 1						Managed Trust Series 0						Mid Cap Core Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (v)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/06 (bb)
$	205,822		$	102,082		$	2,781		$	10,132		$	4
	205,822			102,082			2,781			10,132			4
	16,177			14,913			—			—			—
	189,645			87,169			2,781			10,132			4
	3,286			100,196			1,456			45,355			51
	117,402			53,995			1,189			(68,564	)		(38	)
	120,688			154,191			2,645			(23,209	)		13
	(182,124	)		36,275			(4,718	)		698			—
	128,209			277,635			708			(12,379	)		17
	1,030,108			375,825			36,974			122,876			203
	(923,062	)		(503,815	)		(19,373	)		(4,412	)		(23	)
	(4,570	)		(7,365	)		—			—			—
	(894,286	)		7,427			(6,797	)		(45,852	)		(197	)
	(791,810	)		(127,928	)		10,804			72,612			(17	)
	(663,601	)		149,707			11,512			60,233			—
	3,158,679			3,008,972			60,233			—			—
$	2,495,078		$	3,158,679		$	71,745		$	60,233			—

41

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Mid Cap Core Trust Series 1			Mid Cap Index Trust Series 0
	Year Ended Dec. 31/06 (bb)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	17,934		$	14,542			—
Total Investment Income		17,934			14,542			—
Expenses:
Mortality and expense risk		5,294			—			—
Net investment income (loss)		12,640			14,542			—
Realized gains (losses) on investments:
Capital gain distributions		243,480			132,974			—
Net realized gain (loss)		(179,040	)		54,482			(467	)
Realized gains (losses)		64,440			187,456			(467	)
Unrealized appreciation (depreciation) during the period		(7,652	)		(162,584	)		30,342
Net increase (decrease) in assets from operations		69,428			39,414			29,875
Changes from principal transactions:
Transfer of net premiums		97,129			369,960			88,754
Transfer on terminations		(61,148	)		197,036			(7,149	)
Transfer on policy loans		—			—			—
Net interfund transfers		(934,758	)		111,405			238,201
Net increase (decrease) in assets from principal transactions		(898,777	)		678,401			319,806
Total increase (decrease) in assets		(829,349	)		717,815			349,681
Assets, beginning of period		829,349			349,681			—
Assets, end of period		—		$	1,067,496		$	349,681

(bb) Terminated as an investment option and funds transferred to Mid Cap Index Trust on December 4, 2006.

(g) Fund available in prior year but no activity.

(w) Reflects the period from commencement of operations on April 30, 2007 through December 31, 2007.

See accompanying notes.

42

Sub-Account
Mid Cap Index Trust Series 1						Mid Cap Intersection Trust Series 1			Mid Cap Stock Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07 (w)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	419,100		$	40,359			—		$	50			—
	419,100			40,359			—			50			—
	143,625			32,903			1			—			—
	275,475			7,456			(1	)		50			—
	3,740,039			281,969			—			257,810			—
	1,039,592			586,781			—			8,418			(587	)
	4,779,631			868,750			—			266,228			(587	)
	(2,592,269	)		(330,368	)		(60	)		(139,160	)		7,745
	2,462,837			545,838			(61	)		127,118			7,158
	498,245			482,049			132			185,164			3,802
	(1,413,258	)		(1,987,942	)		(48	)		15,440			(3,434	)
	160			(3,369	)		—			—			—
	19,233,839			1,249,510			1,013			983,072			131,880
	18,318,986			(259,752	)		1,097			1,183,676			132,248
	20,781,823			286,086			1,036			1,310,794			139,406
	6,517,466			6,231,380			—			139,406			—
$	27,299,289		$	6,517,466		$	1,036		$	1,450,200		$	139,406

43

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Mid Cap Stock Trust Series 1						Mid Cap Value Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution		—			—		$	3,388			—
Total Investment Income		—			—			3,388			—
Expenses:
Mortality and expense risk		67,361			70,864			—			—
Net investment income (loss)		(67,361	)		(70,864	)		3,388			—
Realized gains (losses) on investments:
Capital gain distributions		3,699,292			601,318			82,859			—
Net realized gain (loss)		1,041,514			1,903,374			(15,601	)		700
Realized gains (losses)		4,740,806			2,504,692			67,258			700
Unrealized appreciation (depreciation) during the period		(1,657,566	)		(702,432	)		(83,969	)		6,290
Net increase (decrease) in assets from operations		3,015,879			1,731,396			(13,323	)		6,990
Changes from principal transactions:
Transfer of net premiums		655,520			1,048,897			215,623			66,779
Transfer on terminations		(2,096,327	)		(2,411,802	)		59,600			(2,019	)
Transfer on policy loans		214			(24,242	)		—			—
Net interfund transfers		280,010			(423,608	)		3,151			28,630
Net increase (decrease) in assets from principal transactions		(1,160,583	)		(1,810,755	)		278,374			93,390
Total increase (decrease) in assets		1,855,296			(79,359	)		265,051			100,380
Assets, beginning of period		13,282,114			13,361,473			100,380			—
Assets, end of period	$	15,137,410		$	13,282,114		$	365,431		$	100,380

(g) Fund available in prior year but no activity.

See accompanying notes.

44

Sub-Account
Mid Cap Value Trust Series 1						Mid Value Trust Series 0						Money Market Trust B Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	152,898		$	219,309		$	52,817			—		$	583,956		$	173,969
	152,898			219,309			52,817			—			583,956			173,969
	69,565			139,600			—			—			—			—
	83,333			79,709			52,817			—			583,956			173,969
	3,853,599			5,214,486			460,313			—			—			—
	(293,156	)		88,813			(45,760	)		3,888			—			—
	3,560,443			5,303,299			414,553			3,888			—			—
	(3,231,042	)		(1,822,166	)		(579,073	)		129,028			—			—
	412,734			3,560,842			(111,703	)		132,916			583,956			173,969
	948,590			2,953,540			1,065,837			171,269			31,396,051			9,032,419
	(1,918,205	)		(1,851,005	)		(67,877	)		(15,027	)		812,260			37,532,862
	(138,971	)		(17,192	)		—			—			(262,401	)		—
	(19,042,018	)		(5,250,371	)		556,592			660,612			(16,755,046	)		(39,806,190	)
	(20,150,604	)		(4,165,028	)		1,554,552			816,854			15,190,864			6,759,091
	(19,737,870	)		(604,186	)		1,442,849			949,770			15,774,820			6,933,060
	31,558,117			32,162,303			949,770			—			6,933,060			—
$	11,820,247		$	31,558,117		$	2,392,619		$	949,770		$	22,707,880		$	6,933,060

45

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Money Market Trust Series 1						Natural Resources Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	3,884,106		$	2,957,926		$	5,463			—
Total Investment Income		3,884,106			2,957,926			5,463			—
Expenses:
Mortality and expense risk		456,724			336,317			—			—
Net investment income (loss)		3,427,382			2,621,609			5,463			—
Realized gains (losses) on investments:
Capital gain distributions		—			—			249,989			—
Net realized gain (loss)		—			—			37,102			(4	)
Realized gains (losses)		—			—			287,091			(4	)
Unrealized appreciation (depreciation) during the period		—			—			(165,980	)		161
Net increase (decrease) in assets from operations		3,427,382			2,621,609			126,574			157
Changes from principal transactions:
Transfer of net premiums		3,463,604			14,592,677			87,322			2,994
Transfer on terminations		(15,087,419	)		(19,877,281	)		173,639			(138	)
Transfer on policy loans		(728,678	)		3,862			(670	)		—
Net interfund transfers		6,062,492			36,657,483			423,710			844
Net increase (decrease) in assets from principal transactions		(6,290,001	)		31,376,741			684,001			3,700
Total increase (decrease) in assets		(2,862,619	)		33,998,350			810,575			3,857
Assets, beginning of period		86,696,310			52,697,960			3,857			—
Assets, end of period	$	83,833,691		$	86,696,310		$	814,432		$	3,857

(g) Fund available in prior year but no activity.

See accompanying notes.

46

Sub-Account
Natural Resources Trust Series 1						Overseas Equity Trust Series 0						Pacific Rim Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	108,925		$	41,753		$	63,262			—		$	6,276			—
	108,925			41,753			63,262			—			6,276			—
	45,836			37,196			—			—			—			—
	63,089			4,557			63,262			—			6,276			—
	4,591,998			1,400,762			327,891			—			91,492			—
	291,564			261,161			161,116			370			831			3
	4,883,562			1,661,923			489,007			370			92,323			3
	(1,618,857	)		(475,687	)		(297,702	)		152,881			(86,722	)		139
	3,327,794			1,190,793			254,567			153,251			11,877			142
	784,784			2,280,002			1,196,195			213,508			60,988			1,544
	(833,187	)		(552,932	)		(78,141	)		(18,382	)		167,166			(140	)
	120			(40,815	)		—			—			(118	)		—
	3,857,746			(1,145,952	)		329,342			898,613			157,917			435
	3,809,463			540,303			1,447,396			1,093,739			385,953			1,839
	7,137,257			1,731,096			1,701,963			1,246,990			397,830			1,981
	6,971,550			5,240,454			1,246,990			—			1,981			—
$	14,108,807		$	6,971,550		$	2,948,953		$	1,246,990		$	399,811		$	1,981

47

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Pacific Rim Trust Series 1						Quantitative All Cap Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	147,775		$	78,114		$	323		$	20
Total Investment Income		147,775			78,114			323			20
Expenses:
Mortality and expense risk		40,155			46,116			—			—
Net investment income (loss)		107,620			31,998			323			20
Realized gains (losses) on investments:
Capital gain distributions		2,066,544			—			3,277			62
Net realized gain (loss)		645,668			1,078,836			303			4
Realized gains (losses)		2,712,212			1,078,836			3,580			66
Unrealized appreciation (depreciation) during the period		(2,139,360	)		(439,341	)		(3,726	)		111
Net increase (decrease) in assets from operations		680,472			671,493			177			197
Changes from principal transactions:
Transfer of net premiums		422,618			932,749			24,312			1,554
Transfer on terminations		(818,362	)		(647,909	)		(3,653	)		(144	)
Transfer on policy loans		(7,959	)		(24,162	)		—			—
Net interfund transfers		(1,607,183	)		1,369,954			17,532			438
Net increase (decrease) in assets from principal transactions		(2,010,886	)		1,630,632			38,191			1,848
Total increase (decrease) in assets		(1,330,414	)		2,302,125			38,368			2,045
Assets, beginning of period		9,231,358			6,929,233			2,045			—
Assets, end of period	$	7,900,944		$	9,231,358		$	40,413		$	2,045

(g) Fund available in prior year but no activity.

See accompanying notes.

48

Sub-Account
Quantitative All Cap Trust Series 1						Quantitative Mid Cap Trust Series 0						Quantitative Mid Cap Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	85		$	11		$	374			—		$	204			—
	85			11			374			—			204			—
	131			753			—			—			990			3,103
	(46	)		(742	)		374			—			(786	)		(3,103	)
	11,198			917			12,207			—			23,243			130,839
	159			26,037			(1,480	)		1			(13,776	)		(1,529	)
	11,357			26,954			10,727			1			9,467			129,310
	(114	)		1,501			(14,880	)		42			6,215			(116,417	)
	11,197			27,713			(3,779	)		43			14,896			9,790
	215			18,848			13,523			694			76,603			217,911
	(16,520	)		(3,960	)		40,082			(73	)		(92,405	)		(22,242	)
	91			(14,791	)		—			—			(2	)		—
	5,124			(59,390	)		19,111			196			(430,103	)		(217,618	)
	(11,090	)		(59,293	)		72,716			817			(445,907	)		(21,949	)
	107			(31,580	)		68,937			860			(431,011	)		(12,159	)
	1,093			32,673			860			—			474,909			487,068
$	1,200		$	1,093		$	69,797		$	860		$	43,898		$	474,909

49

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Quantitative Value Trust Series 0						Quantitative Value Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	615			—		$	11,034		$	304
Total Investment Income		615			—			11,034			304
Expenses:
Mortality and expense risk		—			—			2,681			895
Net investment income (loss)		615			—			8,353			(591	)
Realized gains (losses) on investments:
Capital gain distributions		2,126			—			49,981			2,639
Net realized gain (loss)		(156	)		3			(34,306	)		23,430
Realized gains (losses)		1,970			3			15,675			26,069
Unrealized appreciation (depreciation) during the period		(5,687	)		150			(48,656	)		142
Net increase (decrease) in assets from operations		(3,102	)		153			(24,628	)		25,620
Changes from principal transactions:
Transfer of net premiums		16,051			1,254			83,720			—
Transfer on terminations		(765	)		(74	)		(11,819	)		(2,392	)
Transfer on policy loans		—			—			—			—
Net interfund transfers		32,731			354			472,016			(3,418	)
Net increase (decrease) in assets from principal transactions		48,017			1,534			543,917			(5,810	)
Total increase (decrease) in assets		44,915			1,687			519,289			19,810
Assets, beginning of period		1,687			—			19,810			—
Assets, end of period	$	46,602		$	1,687		$	539,099		$	19,810

(g) Fund available in prior year but no activity.

See accompanying notes.

50

Sub-Account
Real Estate Securities Trust Series 0						Real Estate Securities Trust Series 1						Real Return Bond Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
$	178,017		$	71,568		$	898,271		$	763,686		$	9,964		—
	178,017			71,568			898,271			763,686			9,964		—
	—			—			192,346			233,063			—		—
	178,017			71,568			705,925			530,623			9,964		—
	3,248,799			665,441			17,021,101			7,286,948			—		—
	(1,210,140	)		(100,301	)		250,965			2,942,349			523		18
	2,038,659			565,140			17,272,066			10,229,297			523		18
	(3,171,369	)		309,121			(23,275,772	)		3,039,570			4,558		(893	)
	(954,693	)		945,829			(5,297,781	)		13,799,490			15,045		(875	)
	825,121			980,004			1,817,857			2,773,775			8,613		9,800
	306,314			(78,898	)		(4,126,676	)		(11,895,817	)		16,767		(1,639	)
	(928	)		—			(46,487	)		(207,472	)		—		—
	(1,052,606	)		3,988,342			(6,945,221	)		(2,193,878	)		24,129		87,951
	77,901			4,889,448			(9,300,527	)		(11,523,392	)		49,509		96,112
	(876,792	)		5,835,277			(14,598,308	)		2,276,098			64,554		95,237
	5,835,277			—			41,904,090			39,627,992			95,237		—
$	4,958,485		$	5,835,277		$	27,305,782		$	41,904,090		$	159,791	$	95,237

51

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Real Return Bond Trust Series 1						Science & Technology Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	285,163		$	51,772			—		—
Total Investment Income		285,163			51,772			—		—
Expenses:
Mortality and expense risk		15,959			9,847			—		—
Net investment income (loss)		269,204			41,925			—		—
Realized gains (losses) on investments:
Capital gain distributions		—			39,030			—		—
Net realized gain (loss)		(9,362	)		(3,102	)		28,332		4
Realized gains (losses)		(9,362	)		35,928			28,332		4
Unrealized appreciation (depreciation) during the period		231,840			(75,972	)		25,876		118
Net increase (decrease) in assets from operations		491,682			1,881			54,208		122
Changes from principal transactions:
Transfer of net premiums		120,519			339,182			67,391		767
Transfer on terminations		(287,613	)		(61,199	)		203,785		(119	)
Transfer on policy loans		(125	)		(416	)		—		—
Net interfund transfers		2,736,641			565,582			120,260		216
Net increase (decrease) in assets from principal transactions		2,569,422			843,149			391,436		864
Total increase (decrease) in assets		3,061,104			845,030			445,644		986
Assets, beginning of period		2,514,498			1,669,468			986		—
Assets, end of period	$	5,575,602		$	2,514,498		$	446,630	$	986

(g) Fund available in prior year but no activity.

See accompanying notes.

52

Sub-Account
Science & Technology Trust Series 1						Short-Term Bond Trust Series 0						Small Cap Growth Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
	—			—		$	6,128		$	23,330			—			—
	—			—			6,128			23,330			—			—
	62,642			95,580			—			—			—			—
	(62,642	)		(95,580	)		6,128			23,330			—			—
	—			—			—			—			683,078			—
	1,617,164			851,679			(220	)		(21,712	)		86,885			(6,735	)
	1,617,164			851,679			(220	)		(21,712	)		769,963			(6,735	)
	673,580			203,963			(4,642	)		49			(407,565	)		195,446
	2,228,102			960,062			1,266			1,667			362,398			188,711
	536,530			1,369,054			41,863			—			1,216,024			287,659
	(1,556,873	)		(3,995,688	)		(3,991	)		(1,936	)		(88,174	)		(26,832	)
	(44,498	)		58,489			(1,992	)		—			(512	)		—
	(5,260,157	)		(2,055,089	)		47,482			24,952			95,953			1,391,314
	(6,324,998	)		(4,623,234	)		83,362			23,016			1,223,291			1,652,141
	(4,096,896	)		(3,663,172	)		84,628			24,683			1,585,689			1,840,852
	16,624,064			20,287,236			24,683			—			1,840,852			—
$	12,527,168		$	16,624,064		$	109,311		$	24,683		$	3,426,541		$	1,840,852

53

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Small Cap Index Trust Series 0						Small Cap Index Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	5,985		$	1,746		$	112,925		$	62,183
Total Investment Income		5,985			1,746			112,925			62,183
Expenses:
Mortality and expense risk		—			—			33,311			59,501
Net investment income (loss)		5,985			1,746			79,614			2,682
Realized gains (losses) on investments:
Capital gain distributions		43,399			8,837			869,567			336,008
Net realized gain (loss)		1,705			(20,894	)		1,118,924			680,809
Realized gains (losses)		45,104			(12,057	)		1,988,491			1,016,817
Unrealized appreciation (depreciation) during the period		(62,269	)		7,340			(2,242,690	)		1,025,799
Net increase (decrease) in assets from operations		(11,180	)		(2,971	)		(174,585	)		2,045,298
Changes from principal transactions:
Transfer of net premiums		143,728			118,533			522,462			999,774
Transfer on terminations		9,475			(4,852	)		(476,934	)		(2,195,316	)
Transfer on policy loans		—			—			536			(3,343	)
Net interfund transfers		70,981			67,716			(6,253,739	)		38,138
Net increase (decrease) in assets from principal transactions		224,184			181,397			(6,207,675	)		(1,160,747	)
Total increase (decrease) in assets		213,004			178,426			(6,382,260	)		884,551
Assets, beginning of period		178,426			—			12,623,575			11,739,024
Assets, end of period	$	391,430		$	178,426		$	6,241,315		$	12,623,575

(g) Fund available in prior year but no activity.

See accompanying notes.

54

Sub-Account
Small Cap Opportunities Trust Series 0			Small Cap Opportunities Trust Series 1						Small Cap Trust Series 0
Year Ended Dec. 31/07 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	625		$	62,108		$	45,311			—		—
	625			62,108			45,311			—		—
	—			15,978			30,190			—		—
	625			46,130			15,121			—		—
	2,324			210,888			169,485			3,049		—
	(945	)		336,149			424,573			278		480
	1,379			547,037			594,058			3,327		480
	(5,559	)		(926,825	)		11,087			(3,773	)	—
	(3,555	)		(333,658	)		620,266			(446	)	480
	17,453			137,892			390,090			500		—
	17,208			(175,114	)		(436,143	)		425		483
	—			2,097			(9,268	)		—		—
	11,090			(3,640,829	)		705,870			16,905		(963	)
	45,751			(3,675,954	)		650,549			17,830		(480	)
	42,196			(4,009,612	)		1,270,815			17,384		—
	—			7,281,857			6,011,042			—		—
$	42,196		$	3,272,245		$	7,281,857		$	17,384		—

55

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Small Cap Trust Series 1						Small Cap Value Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution		—			—		$	40,058		$	4,073
Total Investment Income		—			—			40,058			4,073
Expenses:
Mortality and expense risk		539			216			—			—
Net investment income (loss)		(539	)		(216	)		40,058			4,073
Realized gains (losses) on investments:
Capital gain distributions		19,866			4,089			741,979			655,513
Net realized gain (loss)		3,973			(4,230	)		(207,138	)		(61,769	)
Realized gains (losses)		23,839			(141	)		534,841			593,744
Unrealized appreciation (depreciation) during the period		(26,369	)		235			(673,540	)		(186,600	)
Net increase (decrease) in assets from operations		(3,069	)		(122	)		(98,641	)		411,217
Changes from principal transactions:
Transfer of net premiums		8,474			6,211			170,060			715,696
Transfer on terminations		(23,770	)		(2,395	)		(85,509	)		(58,632	)
Transfer on policy loans		—			—			(492	)		—
Net interfund transfers		82,757			24,879			(882,339	)		3,338,077
Net increase (decrease) in assets from principal transactions		67,461			28,695			(798,280	)		3,995,141
Total increase (decrease) in assets		64,392			28,573			(896,921	)		4,406,358
Assets, beginning of period		45,604			17,031			4,406,358			—
Assets, end of period	$	109,996		$	45,604		$	3,509,437		$	4,406,358

(g) Fund available in prior year but no activity.

(cc) Reflects the period from commencement of operations on November 12, 2007 through December 31, 2007.

See accompanying notes.

56

Sub-Account
Small Cap Value Trust Series 1			Small Company Trust Series 1						Small Company Value Trust Series 0
Year Ended Dec. 31/07 (cc)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	35			—			—		$	715			—
	35			—			—			715			—
	152			4,755			673			—			—
	(117	)		(4,755	)		(673	)		715			—
	616			216,457			8,125			85,389			—
	(4,269	)		2,515			1,188			(10,869	)		596
	(3,653	)		218,972			9,313			74,520			596
	(762	)		(297,453	)		17,035			(105,580	)		3,768
	(4,532	)		(83,236	)		25,675			(30,345	)		4,364
	6,079			39,113			266,446			200,928			53,849
	(866	)		(11,398	)		(4,121	)		183,391			(3,892	)
	—			—			—			(499	)		—
	8,520			(28,000	)		985,610			240,611			20,304
	13,733			(285	)		1,247,935			624,431			70,261
	9,201			(83,521	)		1,273,610			594,086			74,625
	—			1,317,577			43,967			74,625			—
$	9,201		$	1,234,056		$	1,317,577		$	668,711		$	74,625

57

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Small Company Value Trust Series 1						Special Value Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07 (q)
Income:
Dividend income distribution	$	33,600		$	18,948		$	1
Total Investment Income		33,600			18,948			1
Expenses:
Mortality and expense risk		98,045			136,642			—
Net investment income (loss)		(64,445	)		(117,694	)		1
Realized gains (losses) on investments:
Capital gain distributions		3,411,518			4,369,098			4
Net realized gain (loss)		(55,087	)		1,531,690			(7	)
Realized gains (losses)		3,356,431			5,900,788			(3	)
Unrealized appreciation (depreciation) during the period		(3,513,168	)		(2,093,977	)		0
Net increase (decrease) in assets from operations		(221,182	)		3,689,117			(2	)
Changes from principal transactions:
Transfer of net premiums		1,966,339			4,303,892			136
Transfer on terminations		(3,439,628	)		(8,072,237	)		(115	)
Transfer on policy loans		(313,996	)		4,286			—
Net interfund transfers		(4,042,523	)		(2,333,045	)		(19	)
Net increase (decrease) in assets from principal transactions		(5,829,808	)		(6,097,104	)		2
Total increase (decrease) in assets		(6,050,990	)		(2,407,987	)		—
Assets, beginning of period		23,687,841			26,095,828			—
Assets, end of period	$	17,636,851		$	23,687,841			—

(q) Terminated as an investment option and funds transferred to Small Cap Value Trust on November 12, 2007.

(g) Fund available in prior year but no activity.

See accompanying notes.

58

Sub-Account
Special Value Trust Series 1						Strategic Bond Trust Series 0					Strategic Bond Trust Series 1
Year Ended Dec. 31/07 (q)			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)		Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	9,525		$	98		$	8,978		—		$	451,804		$	349,479
	9,525			98			8,978		—			451,804			349,479
	1,521			1,596			—		—			24,849			30,307
	8,004			(1,498	)		8,978		—			426,955			319,172
	139,544			34,950			—		—			—			—
	(111,644	)		15,101			(2,957	)	18			(27,204	)		(36,577	)
	27,900			50,051			(2,957	)	18			(27,204	)		(36,577	)
	(37,216	)		(11,507	)		(5,901	)	—			(430,287	)		49,719
	(1,312	)		37,046			120		18			(30,536	)		332,314
	22,439			164,070			34,820		—			610,024			1,100,588
	(7,423	)		(7,006	)		42,371		(686	)		(1,097,323	)		(479,632	)
	—			—			—		—			(59,741	)		713
	(384,302	)		(132,743	)		64,809		668			(484,174	)		(712,282	)
	(369,286	)		24,321			142,000		(18	)		(1,031,214	)		(90,613	)
	(370,598	)		61,367			142,120		—			(1,061,750	)		241,701
	370,598			309,231			—		—			5,459,524			5,217,823
	—		$	370,598		$	142,120		—		$	4,397,774		$	5,459,524

59

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Strategic Income Trust Series 0			Strategic Income Trust Series 1
	Year Ended Dec. 31/07 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	295		$	5,058		$	17,910
Total Investment Income		295			5,058			17,910
Expenses:
Mortality and expense risk		—			1,643			5,454
Net investment income (loss)		295			3,415			12,456
Realized gains (losses) on investments:
Capital gain distributions		—			—			246
Net realized gain (loss)		45			10,407			(2,157	)
Realized gains (losses)		45			10,407			(1,911	)
Unrealized appreciation (depreciation) during the period		262			4,318			25,116
Net increase (decrease) in assets from operations		602			18,140			35,661
Changes from principal transactions:
Transfer of net premiums		—			134,818			288,069
Transfer on terminations		(2,577	)		(17,993	)		(49,100	)
Transfer on policy loans		—			(14	)		(3	)
Net interfund transfers		16,116			(401,390	)		(837,587	)
Net increase (decrease) in assets from principal transactions		13,539			(284,579	)		(598,621	)
Total increase (decrease) in assets		14,141			(266,439	)		(562,960	)
Assets, beginning of period		—			512,297			1,075,257
Assets, end of period	$	14,141		$	245,858		$	512,297

(g) Fund available in prior year but no activity.

(p) Terminated as an investment option and funds transferred to Large Cap Trust on April 30, 2007.

(aa) Terminated as an investment option and funds transferred to Large Cap Value Trust on December 4, 2006.

See accompanying notes.

60

Sub-Account
Strategic Opportunities Trust Series 0						Strategic Opportunities Trust Series 1						Strategic Value Trust Series 0
Year Ended Dec. 31/07 (p)			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07 (p)			Year Ended Dec. 31/06			Year Ended Dec. 31/06 (aa)
$	874			—		$	38,911		$	577		$	27.00
	874			—			38,911			577			27
	—			—			9,083			28,728			—
	874			—			29,828			(28,151	)		27
	—			—			—			—			250
	2,575			—			1,279,194			489,721			(181	)
	2,575			—			1,279,194			489,721			69
	(8	)		8			(982,728	)		41,827			—
	3,441			8			326,294			503,397			96
	21,691			83			216,413			600,267			958
	132,912			(8	)		(327,439	)		(739,778	)		(90	)
	—			—			(7,192	)		107,464			—
	(158,150	)		23			(5,146,934	)		(639,091	)		(964	)
	(3,547	)		98			(5,265,152	)		(671,138	)		(96	)
	(106	)		106			(4,938,858	)		(167,741	)		—
	106			—			4,938,858			5,106,599			—
	—		$	106			—		$	4,938,858			—

61

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Strategic Value Trust Series 1			Total Bond Market Trust B Series 0
	Year Ended Dec. 31/06 (aa)			Year Ended Dec. 31/07 (j)			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	2,689		$	243,371		$	24,257
Total Investment Income		2,689			243,371			24,257
Expenses:
Mortality and expense risk		1,250			—			—
Net investment income (loss)		1,439			243,371			24,257
Realized gains (losses) on investments:
Capital gain distributions		23,834			—			—
Net realized gain (loss)		39,294			42,627			180
Realized gains (losses)		63,128			42,627			180
Unrealized appreciation (depreciation) during the period		(4,326	)		(130,360	)		50,942
Net increase (decrease) in assets from operations		60,241			155,638			75,379
Changes from principal transactions:
Transfer of net premiums		155,352			2,053,557			80,498
Transfer on terminations		(56,288	)		(60,872	)		(22,496	)
Transfer on policy loans		—			—			—
Net interfund transfers		(246,473	)		(1,127,631	)		1,504,404
Net increase (decrease) in assets from principal transactions		(147,409	)		865,054			1,562,406
Total increase (decrease) in assets		(87,168	)		1,020,692			1,637,785
Assets, beginning of period		87,168			1,637,785			—
Assets, end of period		—		$	2,658,477		$	1,637,785

(aa) Terminated as an investment option and funds transferred to Large Cap Value Trust on December 4, 2006.

(j) Renamed on October 1, 2007. Formerly known as Bond Index Trust B.

(g) Fund available in prior year but no activity.

See accompanying notes.

62

Sub-Account
Total Return Trust Series 0						Total Return Trust Series 1						Total Stock Market Index Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	53,108			—		$	2,494,407		$	1,285,963		$	5,207			—
	53,108			—			2,494,407			1,285,963			5,207			—
	—			—			131,334			162,013			—			—
	53,108			—			2,363,073			1,123,950			5,207			—
	—			—			—			—			10,866			—
	2,258			1,032			70,807			(777,149	)		1,848			—
	2,258			1,032			70,807			(777,149	)		12,714			—
	275			2,677			50,338			677,233			(14,907	)		(8	)
	55,641			3,709			2,484,218			1,024,034			3,014			(8	)
	192,398			69,283			1,868,139			4,883,577			38,068			—
	(8,515	)		(8,043	)		(3,682,683	)		(10,473,292	)		90,160			—
	—			—			(21,718	)		(819	)		—			—
	264,424			325,619			5,167,795			(8,964,975	)		203,811			1,723
	448,307			386,859			3,331,533			(14,555,509	)		332,039			1,723
	503,948			390,568			5,815,751			(13,531,475	)		335,053			1,715
	390,568			—			28,840,343			42,371,818			1,715			—
$	894,516		$	390,568		$	34,656,094		$	28,840,343		$	336,768		$	1,715

63

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	Total Stock Market Index Trust Series 1						U.S. Core Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07 (g)
Income:
Dividend income distribution	$	65,269		$	37,263		$	12,197
Total Investment Income		65,269			37,263			12,197
Expenses:
Mortality and expense risk		13,158			17,229			—
Net investment income (loss)		52,111			20,034			12,197
Realized gains (losses) on investments:
Capital gain distributions		127,940			19,933			60,746
Net realized gain (loss)		170,840			345,518			(643	)
Realized gains (losses)		298,780			365,451			60,103
Unrealized appreciation (depreciation) during the period		(189,260	)		82,756			(60,013	)
Net increase (decrease) in assets from operations		161,631			468,241			12,287
Changes from principal transactions:
Transfer of net premiums		218,022			139,877			78,619
Transfer on terminations		(320,985	)		(264,963	)		229,285
Transfer on policy loans		—			—			—
Net interfund transfers		775,711			(1,282,841	)		434,089
Net increase (decrease) in assets from principal transactions		672,748			(1,407,927	)		741,993
Total increase (decrease) in assets		834,379			(939,686	)		754,280
Assets, beginning of period		2,867,841			3,807,527			—
Assets, end of period	$	3,702,220		$	2,867,841		$	754,280

(g) Fund available in prior year but no activity.

(o) Fund renamed on May 1, 2006. Previously known as Growth & Income Trust.

See accompanying notes.

64

Sub-Account
U.S. Core Trust Series 1						U.S. Global Leaders Growth Trust Series 0			U.S. Global Leaders Growth Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (o)			Year Ended Dec. 31/07 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	182,489		$	189,381		$	21		$	7,972			—
	182,489			189,381			21			7,972			—
	48,327			81,729			—			2,472			4,151
	134,162			107,652			21			5,500			(4,151	)
	730,959			1,820,307			—			—			10,457
	(19,791	)		(31,873	)		43			22,653			22,132
	711,168			1,788,434			43			22,653			32,589
	(652,744	)		(565,624	)		42			(19,163	)		(33,718	)
	192,586			1,330,462			106			8,990			(5,280	)
	778,531			1,057,532			389			132,935			155,111
	(1,428,296	)		(1,071,864	)		1,566			(123,012	)		(311,167	)
	(56,814	)		21,777			—			114			61
	(8,390,669	)		(629,805	)		(804	)		(56,223	)		(249,515	)
	(9,097,248	)		(622,360	)		1,151			(46,186	)		(405,510	)
	(8,904,662	)		708,102			1,257			(37,196	)		(410,790	)
	16,484,485			15,776,383			—			690,161			1,100,951
$	7,579,823		$	16,484,485		$	1,257		$	652,965		$	690,161

65

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	U.S. Government Securities Trust Series 0						U.S. Government Securities Trust Series 1
	Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	7,242			—		$	881,826		$	567,693
Total Investment Income		7,242			—			881,826			567,693
Expenses:
Mortality and expense risk		—			—			39,888			48,276
Net investment income (loss)		7,242			—			841,938			519,417
Realized gains (losses) on investments:
Capital gain distributions		—			—			—			—
Net realized gain (loss)		(2,455	)		—			(102,600	)		(315,149	)
Realized gains (losses)		(2,455	)		—			(102,600	)		(315,149	)
Unrealized appreciation (depreciation) during the period		(2,439	)		8			(486,293	)		163,981
Net increase (decrease) in assets from operations		2,348			8			253,045			368,249
Changes from principal transactions:
Transfer of net premiums		19,720			300			546,939			1,599,478
Transfer on terminations		58,243			(23	)		(2,113,261	)		(1,591,435	)
Transfer on policy loans		—			—			(698	)		(1,823	)
Net interfund transfers		18,205			85			(335,236	)		743,579
Net increase (decrease) in assets from principal transactions		96,168			362			(1,902,256	)		749,799
Total increase (decrease) in assets		98,516			370			(1,649,211	)		1,118,048
Assets, beginning of period		370			—			11,102,160			9,984,112
Assets, end of period	$	98,886		$	370		$	9,452,949		$	11,102,160

(g) Fund available in prior year but no activity.

See accompanying notes.

66

Sub-Account
U.S. High Yield Bond Trust Series 0						U.S. High Yield Bond Trust Series 1						U.S. Large Cap Trust Series 0
Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
$	1,066			—		$	15,874			—		$	1,606		—
	1,066			—			15,874			—			1,606		—
	—			—			931			9			—		—
	1,066			—			14,943			(9	)		1,606		—
	—			—			—			—			—		—
	90			4			3,113			2			6,822		871
	90			4			3,113			2			6,822		871
	(972	)		199			(15,897	)		172			(6,109	)	—
	184			203			2,159			165			2,319		871
	6,793			3,637			46,735			282			31,659		—
	8			(302	)		(5,715	)		(49	)		113,049		(1,974	)
	—			—			—			—			—		—
	1,773			1,026			219,288			2,383			(28,799	)	1,103
	8,574			4,361			260,308			2,616			115,909		(871	)
	8,758			4,564			262,467			2,781			118,228		—
	4,564			—			2,781			—			—		—
$	13,322		$	4,564		$	265,248		$	2,781		$	118,228		—

67

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Sub-Account
	U.S. Large Cap Trust Series 1						Utilities Trust Series 0
	Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07			Year Ended Dec. 31/06 (g)
Income:
Dividend income distribution	$	248,755		$	123,657		$	4,916			—
Total Investment Income		248,755			123,657			4,916			—
Expenses:
Mortality and expense risk		127,591			131,783			—			—
Net investment income (loss)		121,164			(8,126	)		4,916			—
Realized gains (losses) on investments:
Capital gain distributions		—			—			61,616			—
Net realized gain (loss)		1,287,072			841,022			4,312			5
Realized gains (losses)		1,287,072			841,022			65,928			5
Unrealized appreciation (depreciation) during the period		(1,464,005	)		1,267,046			(31,118	)		256
Net increase (decrease) in assets from operations		(55,769	)		2,099,942			39,726			261
Changes from principal transactions:
Transfer of net premiums		1,224,784			1,352,023			43,308			1,606
Transfer on terminations		(3,042,908	)		(2,482,289	)		100,641			(59	)
Transfer on policy loans		(59,360	)		(44,076	)		(1,581	)		—
Net interfund transfers		(259,278	)		(540,586	)		162,170			453
Net increase (decrease) in assets from principal transactions		(2,136,762	)		(1,714,928	)		304,538			2,000
Total increase (decrease) in assets		(2,192,531	)		385,014			344,264			2,261
Assets, beginning of period		23,164,531			22,779,517			2,261			—
Assets, end of period	$	20,972,000		$	23,164,531		$	346,525		$	2,261

(g) Fund available in prior year but no activity.

See accompanying notes.

68

Sub-Account
Utilities Trust Series 1						Value Trust Series 0			Value Trust Series 1
Year Ended Dec. 31/07			Year Ended Dec. 31/06			Year Ended Dec. 31/07 (g)			Year Ended Dec. 31/07			Year Ended Dec. 31/06
$	87,254		$	50,080		$	4,381		$	169,823		$	41,708
	87,254			50,080			4,381			169,823			41,708
	18,211			10,239			—			57,649			54,488
	69,043			39,841			4,381			112,174			(12,780	)
	1,080,333			261,950			110,417			3,705,196			1,545,767
	205,830			107,775			(2,858	)		365,053			749,169
	1,286,163			369,725			107,559			4,070,249			2,294,936
	(455,268	)		199,624			(107,770	)		(3,290,492	)		(628,530	)
	899,938			609,190			4,170			891,931			1,653,626
	396,297			430,714			39,739			1,056,537			1,545,867
	(349,216	)		(249,088	)		79,099			(1,705,732	)		(668,407	)
	733			(10,151	)		(507	)		(126,168	)		(18,564	)
	1,921,060			(547,240	)		392,281			3,572,263			(4,006,735	)
	1,968,874			(375,765	)		510,612			2,796,900			(3,147,839	)
	2,868,812			233,425			514,782			3,688,831			(1,494,213	)
	2,433,871			2,200,446			—			8,411,802			9,906,015
$	5,302,683		$	2,433,871		$	514,782		$	12,100,633		$	8,411,802

69

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

(continued)

	Total
	Year Ended Dec. 31/07			Year Ended Dec. 31/06
Income:
Dividend income distribution	$	27,241,180		$	15,216,517
Total Investment Income		27,241,180			15,216,517
Expenses:
Mortality and expense risk		3,667,954			3,910,285
Net investment income (loss)		23,573,226			11,306,232
Realized gains (losses) on investments:
Capital gain distributions		90,919,821			38,204,649
Net realized gain (loss)		31,919,557			32,846,305
Realized gains (losses)		122,839,378			71,050,954
Unrealized appreciation (depreciation) during the period		(98,575,061	)		8,955,229
Net increase (decrease) in assets from operations		47,837,543			91,312,416
Changes from principal transactions:
Transfer of net premiums		96,959,380			103,202,662
Transfer on terminations		(87,578,713	)		(120,216,284	)
Transfer on policy loans		(2,592,667	)		(507,373	)
Net interfund transfers		(4,200,707	)		(4,432,694	)
Net increase (decrease) in assets from principal transactions		2,587,293			(21,953,689	)
Total increase (decrease) in assets		50,424,836			69,358,727
Assets, beginning of period		811,311,132			741,952,406
Assets, end of period	$	861,735,968		$	811,311,133

See accompanying notes.

70

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements

December 31, 2007

1. Organization

John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Account”) is a separate account administered and sponsored by John Hancock Life Insurance Company (U.S.A.) (JHUSA or the “Company”). The Account operates as a Unit Investment Trust registered under the Investment Company Act of 1940, as amended (the “Act”) and has eighty active investment sub-accounts that invest in shares of a particular John Hancock Trust (the “Trust”) portfolio and one sub-account that invests in shares of other outside investment trusts. The Trust is registered under the Act as an open-end management investment company, commonly known as a mutual fund, which does not transact with the general public. Instead, the Trust deals primarily with insurance companies by providing the investment medium for variable contracts. The Account is a funding vehicle for the allocation of net premiums under variable universal life insurance contracts (the “Contracts”) issued by the Company.

The Company is a stock life insurance company incorporated under the laws of Michigan in 1979. The Company is a wholly owned subsidiary of Manulife Financial Corporation (“MFC”), a Canadian based publicly traded life insurance company.

The Company is required to maintain assets in the Account with a total fair value at least equal to the reserves and other liabilities relating to the variable benefits under all Contracts participating in the Account. These assets may not be charged with liabilities which arise from any other business the Company conducts. However, all obligations under the Contracts are general corporate obligations of the Company.

Additional assets are held in the Company’s general account to cover the contingency that the guaranteed minimum death benefit might exceed the death benefit which would have been payable in the absence of such guarantee.

Each sub-account that invests in Portfolios of the John Hancock Trust may offer two classes of units to fund the Contracts issued by the Company. These classes, Series 1 and Series 0 represent an interest in the same Trust Portfolio but in different share classes of that Portfolio. Series 1 represents interests in Series 1 shares of the Portfolio and Series 0 represents interests in Series NAV shares of the Trust’s Portfolio. Series 1 and Series NAV shares differ in the level of 12b-1 fees and other expenses assessed against the Portfolio’s assets.

71

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

The following sub-accounts of the Account were terminated as investment options and the funds were transferred to existing sub-account funds as follows:

Terminated	Transferred To	Effective Date
Special Value Trust	Small Cap Value Trust	November 12, 2007
Strategic Opportunities Trust	Large Cap Trust	April 30, 2007
As the result of portfolio changes, the following sub-account of the Account was renamed as follows:
Previous Name	New Name	Effective Date
Bond Index Trust B	Total Bond Market Trust B	October 1, 2007
The following sub-accounts of the Account were commenced as an investment option:
New Fund		Effective Date
Emerging Markets Value Trust		April 30, 2007
Mid Cap Intersection Trust		April 30, 2007
Small Cap Value Trust Series 1		November 12, 2007

Where a fund has two series, the changes noted above apply to both Series 0 and Series 1.

2. Significant Accounting Policies

Investments of each sub-account consist of shares in the respective portfolios of the Trust. These shares are carried at fair value which is calculated using the fair value of the investment securities underlying each Trust portfolio. Transactions are recorded on the trade date. Income from dividends is recorded on the ex-dividend date. Realized gains and losses on the sale of investments are computed on the basis of the specifically identified cost of the investment sold.

In addition to the Account, a contract holder may also allocate funds to the fixed account contained within the Company’s general account. Because of exemptive and exclusionary provisions, interests in the fixed account have not been registered under the Securities Act of 1933 and the Company’s general account has not been registered as an investment company under the Act. Net interfund transfers include interfund transfers between separate and general accounts.

The operations of the Account are included in the federal income tax return of the Company, which is taxed as a life insurance company under the provisions of the Internal Revenue Code (the “Code”). Under the current provisions of the Code, the Company does not expect to incur federal income taxes on the earnings of the Account to the extent the earnings are credited under the Contracts. Based on this, no charge is being made currently to the Account for federal income taxes. The Company will periodically reassess this position taking into account changes in the tax law. Such a charge may be made in future years for any federal income taxes that would be attributable to the Contracts.

72

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 157, Fair Value Measurement (SFAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management believes the adoption of SFAS 157 will not have a material impact on the Account’s financial position or results of operations.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported herein. Actual results could differ from those estimates.

3. Mortality and Expense Risks Charge

The Company deducts from the assets of the Account a daily charge equivalent to annual rates between 0.25% and 0.70% of the average net value of the Account’s assets for the assumption of mortality and expense risks.

4. Contract Charges

The Company deducts certain charges from gross premiums before placing the remaining net premiums in the sub-account. In the event of a surrender by the contract holder, surrender charges may be levied by the Company against the contract value at the time of termination to cover sales and administrative expenses associated with underwriting and issuing the Contract. Additionally, each month a deduction consisting of an administration charge, a charge for cost of insurance and charges for supplementary benefits is deducted from the contract value. Contract charges are paid through the redemption of sub-account units and are reflected as terminations.

5. Purchases and Sales of Investments

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2007 were as follows:

	Purchases		Sales
Sub-accounts:
500 Index Trust B Series 0	$	12,046,497	$	9,593,588
500 Index Trust Series 1		30,893,678		16,485,843
Active Bond Trust Series 0		552,083		177,937
Active Bond Trust Series 1		2,013,496		4,401,402
All Cap Core Trust Series 0		34,063		5,076
All Cap Core Trust Series 1		9,852,279		3,173,595
All Cap Growth Trust Series 0		306,631		300,815
All Cap Growth Trust Series 1		1,019,943		1,563,867
All Cap Value Trust Series 0		76,965		16,617
All Cap Value Trust Series 1		10,491,826		836,264
American Blue Chip Income and Growth Trust Series 1		2,676,454		3,580,710

73

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

	Purchases		Sales
Sub-accounts:
American Bond Trust Series 1	$	5,681,144	$	2,197,821
American Growth Trust Series 1		14,803,679		27,964,390
American Growth-Income Trust Series 1		3,678,683		2,144,517
American International Trust Series 1		21,912,784		8,768,640
Blue Chip Growth Trust Series 0		2,420,018		1,091,098
Blue Chip Growth Trust Series 1		7,742,390		9,554,978
Capital Appreciation Trust Series 0		287,692		192,987
Capital Appreciation Trust Series 1		2,728,865		3,486,698
Classic Value Trust Series 0		36,789		9,483
Classic Value Trust Series 1		278,047		414,221
Core Bond Trust Series 1	$	1,661	$	808
Core Equity Trust Series 0		50,858		15,806
Core Equity Trust Series 1		3,012,631		2,965,101
Dynamic Growth Trust Series 0		167,661		64,614
Dynamic Growth Trust Series 1		1,306,750		2,748,419
Emerging Growth Trust Series 0		202,591		90,991
Emerging Growth Trust Series 1		1,074,079		560,045
Emerging Markets Value Trust Series 1		99,905		777
Emerging Small Company Trust Series 0		431,363		151,026
Emerging Small Company Trust Series 1		12,516,302		14,202,286
Equity-Income Trust Series 0		6,831,206		1,872,109
Equity-Income Trust Series 1		19,646,626		20,208,253
Financial Services Trust Series 0		153,097		98,470
Financial Services Trust Series 1		946,450		2,639,394
Fundamental Value Trust Series 0		36,486		21,365
Fundamental Value Trust Series 1		1,378,504		1,539,285
Global Allocation Trust Series 0		56,859		4,907
Global Allocation Trust Series 1		2,223,461		1,345,463
Global Bond Trust Series 0		3,330,644		1,403,467
Global Bond Trust Series 1		2,929,149		2,786,586
Global Trust Series 0		667,297		166,929
Global Trust Series 1		3,901,673		2,941,715
Growth & Income Trust Series 0		1,757,746		1,278,622
Health Sciences Trust Series 0		842,910		649,832
Health Sciences Trust Series 1		3,124,975		3,386,895
High Yield Trust Series 0		957,402		243,417
High Yield Trust Series 1		5,330,414		7,118,553
Income & Value Trust Series 0		248,887		43,730
Income & Value Trust Series 1		7,072,322		8,223,488
International Core Trust Series 0		356,398		120,148
International Core Trust Series 1		4,438,285		3,081,813
International Equity Index Trust A Series 1		3,186,299		8,725,519
International Equity Index Trust B Series 0		2,105,637		594,595
International Opportunities Trust Series 0		2,140,775		196,807
International Opportunities Trust Series 1		1,949,340		766,250
International Small Cap Trust Series 0		964,660		142,289
International Small Cap Trust Series 1		9,217,770		4,830,662
International Value Trust Series 0		1,425,607		1,191,105
International Value Trust Series 1		20,665,214		13,192,151
Investment Quality Bond Trust Series 0		319,671		74,126

74

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

	Purchases		Sales
Sub-accounts:
Investment Quality Bond Trust Series 1	$	2,918,689	$	3,320,155
Large Cap Trust Series 0		364,537		315,172
Large Cap Trust Series 1		6,116,984		796,415
Large Cap Value Trust Series 0		228,651		49,677
Large Cap Value Trust Series 1		7,292,607		3,094,709
Lifestyle Aggressive Trust Series 0		1,152,343		421,731
Lifestyle Aggressive Trust Series 1		5,552,072		1,914,315
Lifestyle Balanced Trust Series 0		1,845,445		242,346
Lifestyle Balanced Trust Series 1		3,962,920		6,906,329
Lifestyle Conservative Trust Series 0		45,117		12,977
Lifestyle Conservative Trust Series 1		6,332,459		563,661
Lifestyle Growth Trust Series 0		2,972,533		447,989
Lifestyle Growth Trust Series 1		5,620,470		2,631,235
Lifestyle Moderate Trust Series 0		653,220		201,551
Lifestyle Moderate Trust Series 1		3,451,655		4,050,534
Managed Trust Series 0		79,234		64,193
Mid Cap Index Trust Series 0		1,415,811		589,894
Mid Cap Index Trust Series 1		40,576,711		18,242,211
Mid Cap Intersection Trust Series 1		1,097		1
Mid Cap Stock Trust Series 0		1,603,895		162,358
Mid Cap Stock Trust Series 1		8,873,462		6,402,114
Mid Cap Value Trust Series 0		518,336		153,715
Mid Cap Value Trust Series 1		6,880,701		23,094,374
Mid Value Trust Series 0		3,924,612		1,856,930
Money Market Trust B Series 0		42,449,548		26,674,728
Money Market Trust Series 1		30,702,459		33,565,078
Natural Resources Trust Series 0		1,187,543		248,090
Natural Resources Trust Series 1		11,558,161		3,093,612
Overseas Equity Trust Series 0		3,751,600		1,913,052
Pacific Rim Trust Series 0		662,638		178,917
Pacific Rim Trust Series 1		5,567,901		5,404,623
Quantitative All Cap Trust Series 0		47,912		6,121
Quantitative All Cap Trust Series 1		315,349		315,288
Quantitative Mid Cap Trust Series 0		114,083		28,787
Quantitative Mid Cap Trust Series 1		114,197		537,646
Quantitative Value Trust Series 0		76,641		25,884
Quantitative Value Trust Series 1		1,126,571		524,320
Real Estate Securities Trust Series 0		7,348,241		3,843,524
Real Estate Securities Trust Series 1		28,212,205		19,785,706
Real Return Bond Trust Series 0		103,255		43,783
Real Return Bond Trust Series 1		3,676,596		837,970
Science & Technology Trust Series 0		578,861		187,425
Science & Technology Trust Series 1		6,536,804		12,924,445
Short-Term Bond Trust Series 0		107,210		17,720
Small Cap Growth Trust Series 0		3,925,472		2,019,102
Small Cap Index Trust Series 0		447,248		173,681
Small Cap Index Trust Series 1		2,538,842		7,797,336
Small Cap Opportunities Trust Series 0		69,573		20,873
Small Cap Opportunities Trust Series 1		1,929,039		5,347,975
Small Cap Trust Series 0		30,319		9,439

75

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

	Purchases		Sales
Sub-accounts:
Small Cap Trust Series 1	$	161,659	$	74,870
Small Cap Value Trust Series 0		1,354,821		1,371,064
Small Cap Value Trust Series 1		402,624		388,391
Small Company Trust Series 1		380,549		169,133
Small Company Value Trust Series 0		926,891		216,356
Small Company Value Trust Series 1		13,791,151		16,273,886
Special Value Trust Series 0		216		209
Special Value Trust Series 1		277,255		498,992
Strategic Bond Trust Series 0		208,331		57,354
Strategic Bond Trust Series 1		2,858,253		3,462,511
Strategic Income Trust Series 0		16,413		2,579
Strategic Income Trust Series 1		311,172		592,337
Strategic Opportunities Trust Series 0		172,824		175,496
Strategic Opportunities Trust Series 1		670,584		5,905,907
Total Bond Market Trust B Series 0		3,013,551		1,905,125
Total Return Trust Series 0		710,349		208,935
Total Return Trust Series 1		23,229,956		17,535,350
Total Stock Market Index Trust Series 0		418,476		70,364
Total Stock Market Index Trust Series 1		2,189,537		1,336,738
U.S. Core Trust Series 0		969,182		154,245
U.S. Core Trust Series 1		3,480,419		11,712,546
U.S. Global Leaders Growth Trust Series 0		4,754		3,582
U.S. Global Leaders Growth Trust Series 1		344,042		384,728
U.S. Government Securities Trust Series 0		180,459		77,049
U.S. Government Securities Trust Series 1		6,667,648		7,727,966
U.S. High Yield Bond Trust Series 0		11,945		2,304
U.S. High Yield Bond Trust Series 1		585,091		309,840
U.S. Large Cap Trust Series 0		254,717		137,203
U.S. Large Cap Trust Series 1		5,479,740		7,495,339
Utilities Trust Series 0		486,536		115,466
Utilities Trust Series 1		4,082,865		964,615
Value Trust Series 0		765,095		139,685
Value Trust Series 1		13,408,659		6,794,389
All Asset Portfolio Series 1		530,374		458,567
	$	610,511,538	$	493,431,197

6. Transaction with Affiliates

John Hancock Distributors LLC, a registered broker-dealer and wholly owned subsidiary of JHUSA, acts as the principal underwriter of the Contracts pursuant to a distribution agreement with the Company. Contracts are sold by registered representatives of either John Hancock Distributors LLC or other broker-dealers having distribution agreements with John Hancock Distributors LLC who are also authorized as variable life insurance agents under applicable state insurance laws. Registered representatives are compensated on a commission basis.

76

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

JHUSA has a formal service agreement with its ultimate parent company, MFC, which can be terminated by either party upon two months’ notice. Under this Agreement, JHUSA pays for legal, actuarial, investment and certain other administrative services.

The majority of the investments held by the Account are invested in the Trust (Note 1).

Mortality and expense risks charge, as described in Note 3, are paid to JHUSA.

7. Diversification Requirements

The Internal Revenue Service has issued regulations under Section 817(h) of the Internal Revenue Code. Under the provisions of Section 817(h) of the Code, a variable life contract will not be treated as a life contract for federal tax purposes for any period for which the investments of the Separate Account on which the contract is based are not adequately diversified. The Code provides that the “adequately diversified” requirement may be met if the underlying investments satisfy either a statutory safe harbour test or diversification requirements set forth in regulations issued by the Secretary of Treasury. The Company believes that the Account satisfies the current requirements of the regulations, and it intends that the Account will continue to meet such requirements.

77

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	500 Index Trust B Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (e)
Units, beginning of year	962,976		1,649,564		—
Units issued	588,557		497,491		2,372,470
Units redeemed	(525,664	)	(1,184,079	)	(722,906	)
Units, end of year	1,025,869		962,976		1,649,564
Unit value, end of period $	16.28 to 26.53		15.57 to 25.20		13.57 to 13.60
Assets, end of period $	20,742,059		17,764,778		22,413,056
Investment income ratio*	3.00	%	1.22	%	0.00	%
Expense ratio, lowest to highest**	0.00% to 0.70	%	0.40% to 0.70	%	0.40% to 0.70	%
Total return, lowest to highest***	4.51% to 5.25	%	14.76% to 15.56	%	8.56% to 8.78	%

(e) Reflects the period from commencement of operations on May 2, 2005 through December 31, 2005.

	Sub-Account
	500 Index Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	895,420		1,012,464		689,458		575,198		375,317
Units issued	2,318,216		705,327		932,154		773,654		501,063
Units redeemed	(1,249,436	)	(822,371	)	(609,148	)	(659,394	)	(301,182	)
Units, end of year	1,964,200		895,420		1,012,464		689,458		575,198
Unit value, end of period $	13.16 to 13.53		12.47 to 12.91		10.89 to 11.16		10.51 to 10.72		9.59 to 9.72
Assets, end of period $	26,274,333		11,434,368		11,226,224		7,356,251		5,572,911
Investment income ratio*	2.26	%	0.90	%	1.22	%	0.81	%	0.79	%
Expense ratio, lowest to highest**	0.25% to 0.65	%	0.25% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	4.39% to 4.83	%	14.52% to 15.15	%	3.60% to 4.09	%	9.54% to 10.05	%	27.19% to 27.69	%

78

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Active Bond Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	2,511		—
Units issued	11,919		11,827
Units redeemed	(4,036)		(9,316)
Units, end of year	10,394		2,511
Unit value, end of period $	44.78		43.05
Assets, end of period $	465,396		108,061
Investment income ratio*	12.60	%	22.71	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	4.03	%	4.54	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Active Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (e)
Units, beginning of year	339,657		329,188		—
Units issued	133,020		111,305		647,762
Units redeemed	(331,161)		(100,836)		(318,574)
Units, end of year	141,516		339,657		329,188
Unit value, end of period $	13.54 to 13.69		13.11 to 13.18		12.64 to 12.67
Assets, end of period $	1,929,828		4,464,604		4,165,458
Investment income ratio*	9.09	%	2.60	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.70	%
Total return, lowest to highest***	3.30% to 3.73	%	3.70% to 4.05	%	1.14% to 1.36	%

(e) Reflects the period from commencement of operations on May 2, 2005 through December 31, 2005.

79

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	All Asset Portfolio Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04 (b)
Units, beginning of year	51,984		36,420		5,558		—
Units issued	29,880		33,107		44,219		5,623
Units redeemed	(28,946)		(17,543)		(13,357)		(65)
Units, end of year	52,918		51,984		36,420		5,558
Unit value, end of period $	16.32 to 16.45		15.21 to 15.30		14.67 to 14.72		13.94
Assets, end of period $	867,298		793,435		534,735		77,490
Investment income ratio*	6.92	%	5.36	%	5.84	%	17.85	%
Expense ratio, lowest to highest**	0.45% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%	0.65	%
Total return, lowest to highest***	7.29% to 7.52	%	3.68% to 3.89	%	5.25% to 5.47	%	11.53	%

(b) Reflects the period from commencement of operations on May 3, 2004 through December 31, 2004.

	Sub-Account
	All Cap Core Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	23		—
Units issued	2,544		24
Units redeemed	(371)		(1)
Units, end of year	2,196		23
Unit value, end of period $	13.34		12.98
Assets, end of period $	29,280		295
Investment income ratio*	1.93	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	2.70	%	14.77	%

(g) Fund available in prior year but no activity.

80

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	All Cap Core Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	234,795		180,858		192,844		384,083		632,910
Units issued	480,351		126,247		60,566		162,081		396,838
Units redeemed	(159,000	)	(72,310	)	(72,552	)	(353,320	)	(645,665	)
Units, end of year	556,146		234,795		180,858		192,844		384,083
Unit value, end of period $	19.90 to 20.46		10.80 to 19.99		9.46 to 7.43		8.72 to 16.04		7.54 to 13.81
Assets, end of period $	11,287,106		4,565,986		3,066,213		3,006,912		4,650,328
Investment income ratio*	1.52	%	0.64	%	0.73	%	0.50	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	1.95% to 2.35	%	13.95% to 14.40	%	8.32% to 8.70	%	15.57% to 15.92	%	30.71% to 31.02	%

	Sub-Account
	All Cap Growth Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	69		—
Units issued	23,363		71
Units redeemed	(21,770	)	(2	)
Units, end of year	1,662		69
Unit value, end of period $	13.92		12.42
Assets, end of period $	23,129		847
Investment income ratio*	0.07	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	12.08	%	6.63	%

(g) Fund available in prior year but no activity.

81

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	All Cap Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	192,315		377,588		413,068		507,091		602,095
Units issued	44,827		87,667		136,091		266,106		472,429
Units redeemed	(69,182	)	(272,940	)	(171,571	)	(360,129	)	(567,433	)
Units, end of year	167,960		192,315		377,588		413,068		507,091
Unit value, end of period $	24.27 to 24.95		11.42 to 22.34		10.77 to 20.97		9.94 to 19.31		9.38 to 18.16
Assets, end of period $	4,091,403		4,175,639		7,772,423		7,837,329		8,204,194
Investment income ratio*	0.05	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	11.27% to 11.72	%	5.83% to 6.25	%	8.23% to 8.61	%	5.83% to 6.14	%	28.40% to 28.72	%

	Sub-Account
	All Cap Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	23		—
Units issued	4,384		24
Units redeemed	(1,204	)	(1	)
Units, end of year	3,203		23
Unit value, end of period $	13.74		12.64
Assets, end of period $	44,000		288
Investment income ratio*	2.41	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	8.68	%	13.82	%

(g) Fund available in prior year but no activity.

82

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	All Cap Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	116,701		112,887		111,377		42,078		19,759
Units issued	390,109		81,884		43,049		149,430		48,939
Units redeemed	(44,322	)	(78,070	)	(41,539	)	(80,131	)	(26,620	)
Units, end of year	462,488		116,701		112,887		111,377		42,078
Unit value, end of period $	18.21 to 18.64		16.92 to 17.21		14.97 to 15.19		14.26 to 14.42		12.38 to 12.44
Assets, end of period $	8,557,532		1,998,682		1,705,935		1,596,891		520,935
Investment income ratio*	2.02	%	0.80	%	0.52	%	0.33	%	0.04	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	7.62% to 8.01	%	12.98% to 13.32	%	5.03% to 5.35	%	15.20% to 15.55	%	37.47% to 37.75	%
	Sub-Account
	American Blue Chip Income and Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (f)
Units, beginning of year	269,745		141,580		23,565		14,497		—
Units issued	117,978		276,354		149,882		24,431		14,889
Units redeemed	(188,764	)	(148,189	)	(31,867	)	(15,363	)	(392	)
Units, end of year	198,959		269,745		141,580		23,565		14,497
Unit value, end of period $	13.21 to 19.15		12.99 to 19.17		16.32 to 16.44		15.38 to 15.44		14.17 to 14.18
Assets, end of period $	3,540,621		5,160,481		2,325,308		362,839		205,368
Investment income ratio*	2.35	%	0.55	%	0.19	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.00% to 0.65	%	0.00% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	0.99% to 1.65	%	16.24% to 16.99	%	6.07% to 6.39	%	8.61% to 8.87	%	13.32% to 13.43	%

(f) Reflects the period from commencement of operations on July 9, 2003 through December 31, 2003.

83

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	American Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	30,383		—
Units issued	417,624		34,152
Units redeemed	(163,831	)	(3,769	)
Units, end of year	284,176		30,383
Unit value, end of period $	11.10 to 13.68		10.78 to 13.40
Assets, end of period $	3,845,351		406,830
Investment income ratio*	4.39	%	0.00	%
Expense ratio, lowest to highest**	0.00% to 0.65	%	0.00% to 0.65	%
Total return, lowest to highest***	2.31% to 2.96	%	5.89% to 6.57	%

(g) Fund available in prior year but no activity.

	Sub-Account
	American Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (f)
Units, beginning of year	1,885,429		1,469,444		534,464		106,170		—
Units issued	653,970		690,357		1,438,001		615,014		107,375
Units redeemed	(1,409,241	)	(274,372	)	(503,021	)	(186,720	)	(1,205	)
Units, end of year	1,130,158		1,885,429		1,469,444		534,464		106,170
Unit value, end of period $	14.71 to 21.52		13.15 to 19.59		17.74 to 17.89		15.42 to 15.49		13.84 to 13.86
Assets, end of period $	23,277,773		36,590,362		26,189,118		8,261,844		1,470,676
Investment income ratio*	1.23	%	0.29	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.00% to 0.65	%	0.00% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	11.20% to 11.94	%	9.09% to 9.80	%	15.04% to 15.44	%	11.38% to 11.71	%	10.75% to 10.88	%

(f) Reflects the period from commencement of operations on July 9, 2003 through December 31, 2003.

84

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	American Growth-Income Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (f)
Units, beginning of year	164,133		168,096		114,971		3,474		—
Units issued	204,622		71,113		82,686		230,255		3,561
Units redeemed	(121,815	)	(75,076	)	(29,561	)	(118,758	)	(87	)
Units, end of year	246,940		164,133		168,096		114,971		3,474
Unit value, end of period $	13.20 to 19.14		12.61 to 18.60		16.14 to 16.26		15.41 to 15.47		14.10
Assets, end of period $	4,332,011		3,009,500		2,725,094		1,775,824		48,990
Investment income ratio*	2.32	%	1.09	%	0.45	%	0.30	%	0.00	%
Expense ratio, lowest to highest**	0.00% to 0.65	%	0.00% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.65	%
Total return, lowest to highest***	3.96% to 4.64	%	14.06% to 14.80	%	4.75% to 5.08	%	9.24% to 9.57	%	12.82	%

(f) Reflects the period from commencement of operations on July 9, 2003 through December 31, 2003.

	Sub-Account
	American International Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (f)
Units, beginning of year	1,393,157		705,780		94,988		7,859		—
Units issued	740,354		930,416		664,947		98,310		8,484
Units redeemed	(366,686	)	(243,039	)	(54,155	)	(11,181	)	(625	)
Units, end of year	1,766,825		1,393,157		705,780		94,988		7,859
Unit value, end of period $	17.60 to 30.09		14.72 to 25.64		21.51 to 21.70		17.88 to 17.96		15.14 to 15.15
Assets, end of period $	46,461,807		30,618,091		15,253,954		1,702,860		118,979
Investment income ratio*	1.88	%	0.71	%	0.55	%	0.43	%	0.00	%
Expense ratio, lowest to highest**	0.00% to 0.65	%	0.00% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	18.80% to 19.58	%	17.77% to 18.54	%	20.29% to 20.70	%	18.11% to 18.47	%	21.11% to 21.22	%

(f) Reflects the period from commencement of operations on July 9, 2003 through December 31, 2003.

85

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Blue Chip Growth Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	11,570		—
Units issued	37,198		11,788
Units redeemed	(16,775	)	(218	)
Units, end of year	31,993		11,570
Unit value, end of period $	69.05		61.21
Assets, end of period $	2,209,133		708,170
Investment income ratio*	0.85	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	12.81	%	9.59	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Blue Chip Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,083,341		1,450,904		1,667,853		2,092,515		1,902,374
Units issued	327,662		544,153		562,542		958,632		1,470,531
Units redeemed	(414,614	)	(911,716	)	(779,491	)	(1,383,294	)	(1,280,390	)
Units, end of year	996,389		1,083,341		1,450,904		1,667,853		2,092,515
Unit value, end of period $	26.40 to 27.25		12.73 to 24.23		11.68 to 22.06		11.12 to 20.96		10.25 to 19.26
Assets, end of period $	25,026,470		24,026,155		29,446,370		32,373,276		34,818,639
Investment income ratio*	0.71	%	0.21	%	0.41	%	0.11	%	0.04	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	11.96% to 12.46	%	8.82% to 9.30	%	4.86% to 5.23	%	8.33% to 8.65	%	28.33% to 28.65	%

86

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Capital Appreciation Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	8,132		—
Units issued	21,870		8,767
Units redeemed	(14,285	)	(635	)
Units, end of year	15,717		8,132
Unit value, end of period $	13.89		12.43
Assets, end of period $	218,272		101,106
Investment income ratio*	0.48	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	11.70	%	2.38	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Capital Appreciation Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	643,831		177,674		91,845		126,280		25,173
Units issued	206,246		782,997		129,375		65,459		111,005
Units redeemed	(270,649	)	(316,840	)	(43,546	)	(99,894	)	(9,898	)
Units, end of year	579,428		643,831		177,674		91,845		126,280
Unit value, end of period $	13.53 to 13.90		12.21 to 12.46		12.05 to 12.20		10.64 to 10.75		9.80 to 9.85
Assets, end of period $	7,967,841		7,949,747		2,156,867		982,755		1,240,907
Investment income ratio*	0.29	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.35% to 0.70	%	0.40% to 0.65	%	0.40% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	10.83% to 11.28	%	1.56% to 1.90	%	13.25% to 13.55	%	8.61% to 8.88	%	28.62% to 28.88	%

87

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Classic Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	52		—
Units issued	2,669		54
Units redeemed	(756	)	(2	)
Units, end of year	1,965		52
Unit value, end of period $	11.44		13.09
Assets, end of period $	22,489		683
Investment income ratio*	6.39	%	2.93	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(12.58	%)	16.14	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Classic Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (g)
Units, beginning of year	63,050		28,771		—
Units issued	9,414		45,105		30,518
Units redeemed	(23,100	)	(10,826	)	(1,747	)
Units, end of year	49,364		63,050		28,771
Unit value, end of period $	15.08 to 15.25		17.36 to 17.45		15.06 to 15.11
Assets, end of period $	747,147		1,098,196		433,522
Investment income ratio*	1.40	%	1.45	%	3.55	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	(13.15%) to (12.89	%)	15.29% to 15.51	%	8.72% to 8.92	%

(g) Fund available in prior year but no activity.

88

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Core Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (e)
Units, beginning of year	27		6		—
Units issued	121		22		6
Units redeemed	(61	)	(1	)	—
Units, end of year	87		27		6
Unit value, end of period $	13.69 to 13.76		12.97		12.58
Assets, end of period $	1,200		355		72
Investment income ratio*	8.28	%	2.15	%	0.00	%
Expense ratio, lowest to highest**	0.45% to 0.65	%	0.65	%	0.65	%
Total return, lowest to highest***	5.58% to 5.76	%	3.13	%	0.60	%

(e) Reflects the period from commencement of operations on May 2, 2005 through December 31, 2005.

	Sub-Account
	Core Equity Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	525		—
Units issued	3,907		544
Units redeemed	(1,251	)	(19	)
Units, end of year	3,181		525
Unit value, end of period $	11.59		12.31
Assets, end of period $	36,874		6,466
Investment income ratio*	0.08	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(5.85	%)	6.73	%

(g) Fund available in prior year but no activity.

89

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Core Equity Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (g)
Units, beginning of year	43,160		19,069		—
Units issued	173,345		30,049		25,690
Units redeemed	(177,212	)	(5,958	)	(6,621	)
Units, end of year	39,293		43,160		19,069
Unit value, end of period $	14.78 to 14.89		15.81 to 15.89		14.91 to 14.96
Assets, end of period $	581,986		683,107		284,444
Investment income ratio*	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.45% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	(6.50%) to (6.31	%)	6.05% to 6.26	%	5.22% to 5.42	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Dynamic Growth Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	2,063		—
Units issued	12,048		2,331
Units redeemed	(4,446	)	(268	)
Units, end of year	9,665		2,063
Unit value, end of period $	14.19		12.96
Assets, end of period $	137,099		26,745
Investment income ratio*	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	9.44	%	10.83	%

(g) Fund available in prior year but no activity.

90

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Dynamic Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	613,046		770,700		544,964		577,167		217,363
Units issued	207,163		940,197		518,036		670,334		707,581
Units redeemed	(448,342	)	(1,097,851	)	(292,300	)	(702,537	)	(347,777	)
Units, end of year	371,867		613,046		770,700		544,964		577,167
Unit value, end of period $	06.27 to 06.48		05.78 to 05.94		5.24 to 5.34		4.70 to 4.77		4.30 to 4.34
Assets, end of period $	2,375,285		3,605,224		4,088,844		2,585,369		2,493,791
Investment income ratio*	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	8.51% to 9.01	%	10.25% to 10.76	%	11.62% to 12.00	%	9.29% to 9.62	%	28.17% to 28.60	%

	Sub-Account
	Emerging Growth Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	47		—
Units issued	13,135		49
Units redeemed	(6,197	)	(2	)
Units, end of year	6,985		47
Unit value, end of period $	13.88		13.34
Assets, end of period $	96,947		635
Investment income ratio*	0.28	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	4.02	%	11.59	%

(g) Fund available in prior year but no activity.

91

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Emerging Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (k)
Units, beginning of year	22,791		16,147		3,541		13,715		—
Units issued	40,460		23,611		32,098		27,399		15,745
Units redeemed	(24,771	)	(16,967	)	(19,492	)	(37,573	)	(2,030	)
Units, end of year	38,480		22,791		16,147		3,541		13,715
Unit value, end of period $	21.17 to 21.47		20.51 to 20.74		18.50 to 18.60		17.29 to 17.35		16.29 to 16.31
Assets, end of period $	821,867		470,425		300,058		61,397		223,380
Investment income ratio*	0.16	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	3.20% to 3.52	%	10.88% to 11.21	%	6.96% to 7.17	%	6.20% to 6.41	%	30.28% to 30.45	%

(k) Reflects the period from commencement of operations on May 5, 2003 through December 31, 2003.

	Sub-Account
	Emerging Markets Value Trust Series 1
	Year Ended Dec. 31/07 (w)
Units, beginning of year	—
Units issued	6,275
Units redeemed	(47	)
Units, end of year	6,228
Unit value, end of period $	14.93
Assets, end of period $	93,016
Investment income ratio*	2.90	%
Expense ratio, lowest to highest**	0.65	%
Total return, lowest to highest***	19.46	%

(w) Reflects the period from commencement of operations on April 30, 2007 through December 31, 2007.

92

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Emerging Small Company Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	10,644		—
Units issued	28,805		11,516
Units redeemed	(11,486	)	(872	)
Units, end of year	27,963		10,644
Unit value, end of period $	12.83		11.87
Assets, end of period $	358,856		126,387
Investment income ratio*	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	8.08	%	2.44	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Emerging Small Company Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	520,176		669,785		687,402		911,363		1,056,757
Units issued	64,222		138,895		232,231		273,287		380,894
Units redeemed	(195,506	)	(288,504	)	(249,848	)	(497,248	)	(526,288	)
Units, end of year	388,892		520,176		669,785		687,402		911,363
Unit value, end of period $	97.47 to 100.59		13.50 to 93.33		13.25 to 91.13		12.69 to 86.85		11.44 to 78.03
Assets, end of period $	33,623,081		40,696,420		50,949,308		50,607,293		51,002,629
Investment income ratio*	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.30% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	7.29% to 7.78	%	1.70% to 2.15	%	4.31% to 4.73	%	10.80% to 11.13	%	38.83% to 39.17	%

93

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Equity-Income Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	238,801		—
Units issued	177,383		271,056
Units redeemed	(61,910	)	(32,255	)
Units, end of year	354,274		238,801
Unit value, end of period $	30.29		29.30
Assets, end of period $	10,730,873		6,996,068
Investment income ratio*	3.15	%	1.68	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	3.39	%	19.05	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Equity-Income Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,391,728		1,578,724		1,646,238		1,460,643		1,339,589
Units issued	555,776		690,921		759,963		1,139,513		1,036,965
Units redeemed	(738,041	)	(877,917	)	(827,477	)	(953,918	)	(915,911	)
Units, end of year	1,209,463		1,391,728		1,578,724		1,646,238		1,460,643
Unit value, end of period $	28.08 to 28.97		20.31 to 28.11		17.15 to 23.56		16.60 to 22.75		14.54 to 19.85
Assets, end of period $	33,434,627		37,693,322		36,227,178		36,760,871		27,301,230
Investment income ratio*	2.82	%	1.49	%	1.25	%	1.22	%	1.44	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	2.62% to 3.09	%	18.19% to 18.72	%	3.20% to 3.56	%	14.06% to 14.41	%	24.76% to 25.07	%

94

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Financial Services Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	45		—
Units issued	6,446		47
Units redeemed	(4,191	)	(2	)
Units, end of year	2,300		45
Unit value, end of period $	21.29		22.83
Assets, end of period $	48,965		1,024
Investment income ratio*	1.83	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(6.73	%)	23.16	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Financial Services Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	135,361		30,934		23,337		31,948		33,067
Units issued	45,254		119,009		17,012		39,967		13,233
Units redeemed	(143,005	)	(14,582	)	(9,415	)	(48,578	)	(14,352	)
Units, end of year	37,610		135,361		30,934		23,337		31,948
Unit value, end of period $	16.99 to 17.33		18.35 to 18.66		15.00 to 15.14		13.75 to 13.85		12.54 to 12.61
Assets, end of period $	644,355		2,512,100		466,240		322,026		401,985
Investment income ratio*	1.00	%	0.22	%	0.38	%	0.37	%	0.17	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	(7.42%) to (7.15	%)	22.32% to 22.69	%	9.07% to 9.28		9.66% to 9.87		32.71% to 32.98	%

95

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Fundamental Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	7,976		—
Units issued	2,280		8,137
Units redeemed	(1,614	)	(161	)
Units, end of year	8,642		7,976
Unit value, end of period $	13.20		12.68
Assets, end of period $	114,075		101,153
Investment income ratio*	1.77	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	4.08	%	14.55	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Fundamental Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	258,420		194,312		168,396		93,865		33,158
Units issued	64,277		143,105		107,178		205,077		173,788
Units redeemed	(86,729	)	(78,997	)	(81,262	)	(130,546	)	(113,081	)
Units, end of year	235,968		258,420		194,312		168,396		93,865
Unit value, end of period $	17.72 to 18.14		17.14 to 17.49		15.06 to 15.28		13.93 to 14.08		12.54 to 12.61
Assets, end of period $	4,226,469		4,461,137		2,943,943		2,356,047		1,179,257
Investment income ratio*	1.58	%	0.79	%	0.42	%	0.48	%	0.18	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	3.36% to 3.73	%	13.77% to 14.18	%	8.14% to 8.46	%	11.08% to 11.42	%	28.99% to 29.25	%

96

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Global Allocation Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	32		—
Units issued	4,011		33
Units redeemed	(377	)	(1	)
Units, end of year	3,666		32
Unit value, end of period $	12.93		12.31
Assets, end of period $	47,414		388
Investment income ratio*	11.80	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	5.06	%	13.58	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Global Allocation Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	136,763		26,935		17,767		3,613		3,195
Units issued	130,340		223,082		51,578		66,928		844
Units redeemed	(96,264	)	(113,254	)	(42,410	)	(52,774	)	(426	)
Units, end of year	170,839		136,763		26,935		17,767		3,613
Unit value, end of period $	13.83 to 14.12		13.24 to 13.48		11.74 to 11.92		11.13 to 11.22		9.94
Assets, end of period $	2,404,378		1,826,871		316,420		197,769		35,900
Investment income ratio*	6.32	%	0.91	%	0.65	%	0.40	%	0.48	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%	0.65	%
Total return, lowest to highest***	4.45% to 4.76	%	12.77% to 13.11	%	5.51% to 5.84	%	11.99% to 12.25	%	25.61	%

97

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Global Bond Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	156,254		—
Units issued	144,116		179,125
Units redeemed	(67,464	)	(22,871	)
Units, end of year	232,906		156,254
Unit value, end of period $	22.37		20.41
Assets, end of period $	5,209,990		3,189,038
Investment income ratio*	8.01	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	9.61	%	5.27	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Global Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	263,273		283,511		218,132		196,659		297,639
Units issued	131,138		174,167		195,710		233,486		389,164
Units redeemed	(142,279	)	(194,405	)	(130,331	)	(212,013	)	(490,144	)
Units, end of year	252,132		263,273		283,511		218,132		196,659
Unit value, end of period $	20.79 to 21.38		18.20 to 19.56		17.39 to 18.59		18.71 to 19.96		17.06 to 18.14
Assets, end of period $	5,343,383		5,088,466		5,234,432		4,323,117		3,463,203
Investment income ratio*	7.18	%	0.00	%	4.26	%	3.41	%	4.35	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	8.86% to 9.30	%	4.53% to 4.96	%	(7.19%) to (6.87	%)	9.53% to 9.85	%	14.65% to 14.94	%

98

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Global Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	7,504		—
Units issued	44,553		7,736
Units redeemed	(11,717	)	(232	)
Units, end of year	40,340		7,504
Unit value, end of period $	13.75		13.57
Assets, end of period $	554,586		101,826
Investment income ratio*	2.43	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	1.32	%	20.42	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Global Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	240,688		227,332		226,763		220,709		272,877
Units issued	141,074		148,216		88,843		178,596		315,226
Units redeemed	(120,409	)	(134,860	)	(88,274	)	(172,542	)	(367,394	)
Units, end of year	261,353		240,688		227,332		226,763		220,709
Unit value, end of period $	23.72 to 24.40		18.08 to 24.15		15.10 to 20.08		13.72 to 18.20		12.02 to 15.89
Assets, end of period $	6,258,053		5,725,741		4,510,252		4,088,754		3,119,936
Investment income ratio*	2.31	%	1.27	%	1.25	%	1.76	%	1.19	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	0.63% to 1.03	%	19.49% to 19.96	%	9.95% to 10.33	%	14.01% to 14.35	%	26.63% to 26.95	%

99

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Growth & Income Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (m)
Units, beginning of year	16,963		—
Units issued	19,375		17,322
Units redeemed	(15,954	)	(359	)
Units, end of year	20,384		16,963
Unit value, end of period $	82.20		78.98
Assets, end of period $	1,675,550		1,339,825
Investment income ratio*	1.81	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	4.07	%	12.72	%

(m) Fund renamed on May 1, 2006. Previously known as Growth & Income Trust II. Fund available in prior year but no activity.

	Sub-Account
	Health Sciences Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	141		—
Units issued	50,077		146
Units redeemed	(38,714	)	(5	)
Units, end of year	11,504		141
Unit value, end of period $	17.26		14.66
Assets, end of period $	198,514		2,065
Investment income ratio*	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	17.73	%	8.44	%

(g) Fund available in prior year but no activity.

100

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Health Sciences Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	296,297		268,882		228,816		195,742		185,557
Units issued	112,666		210,936		114,558		312,678		257,208
Units redeemed	(173,891	)	(183,521	)	(74,492	)	(279,604	)	(247,023	)
Units, end of year	235,072		296,297		268,882		228,816		195,742
Unit value, end of period $	21.29 to 21.79		18.21 to 18.57		16.91 to 17.15		15.11 to 15.28		13.19 to 13.28
Assets, end of period $	5,076,968		5,446,065		4,584,275		3,480,512		2,590,184
Investment income ratio*	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	16.91% to 17.32	%	7.67% to 8.05	%	11.91% to 12.25	%	14.57% to 14.91	%	35.33% to 35.68	%

	Sub-Account
	High Yield Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	10,318		—
Units issued	66,712		10,940
Units redeemed	(18,564	)	(622	)
Units, end of year	58,466		10,318
Unit value, end of period $	13.03		12.82
Assets, end of period $	761,889		132,294
Investment income ratio*	14.49	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	1.64	%	10.48	%

(g) Fund available in prior year but no activity.

101

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	High Yield Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	622,204		1,025,251		747,358		699,961		536,644
Units issued	222,523		335,772		576,968		615,089		565,735
Units redeemed	(388,374	)	(738,819	)	(299,075	)	(567,692	)	(402,418	)
Units, end of year	456,353		622,204		1,025,251		747,358		699,961
Unit value, end of period $	18.42 to 18.94		15.50 to 18.69		14.12 to 16.99		13.69 to 16.40		12.40 to 14.80
Assets, end of period $	8,286,870		11,149,819		16,898,635		11,862,447		9,989,519
Investment income ratio*	12.22	%	7.72	%	5.03	%	4.99	%	4.84	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	0.91% to 1.32	%	9.61% to 10.05	%	2.98% to 3.39	%	10.34% to 10.68	%	23.65% to 23.94	%

	Sub-Account
	Income & Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	2,855		—
Units issued	18,643		2,909
Units redeemed	(3,557	)	(54	)
Units, end of year	17,941		2,855
Unit value, end of period $	11.93		11.80
Assets, end of period $	214,061		33,687
Investment income ratio*	5.22	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	1.11	%	8.77	%

(g) Fund available in prior year but no activity.

102

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Income & Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,076,434		1,373,417		1,679,725		465,991		605,848
Units issued	239,053		143,883		211,726		2,010,940		357,985
Units redeemed	(398,159	)	(440,866	)	(518,034	)	(797,206	)	(497,842	)
Units, end of year	917,328		1,076,434		1,373,417		1,679,725		465,991
Unit value, end of period $	20.06 to 20.63		16.89 to 20.47		15.63 to 18.89		14.94 to 18.01		13.95 to 16.73
Assets, end of period $	18,404,247		21,490,159		25,459,694		29,826,597		7,397,904
Investment income ratio*	3.89	%	2.10	%	1.59	%	0.53	%	1.90	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	0.40% to 0.81	%	7.90% to 8.33	%	4.49% to 4.90	%	6.94% to 7.33	%	25.66% to 25.98	%

	Sub-Account
	International Core Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (h)
Units, beginning of year	454		—
Units issued	20,258		474
Units redeemed	(7,127	)	(20	)
Units, end of year	13,585		454
Unit value, end of period $	16.55		14.84
Assets, end of period $	224,764		6,728
Investment income ratio*	2.92	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	11.46	%	24.81	%

(h) Fund renamed on May 1, 2006. Previously known as International Stock Trust. Fund available in prior year but no activity.

103

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	International Core Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (i)		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	513,665		934,920		1,016,696		1,106,364		1,306,287
Units issued	142,487		408,054		375,227		334,186		431,223
Units redeemed	(151,894	)	(829,309	)	(457,003	)	(423,854	)	(631,146	)
Units, end of year	504,258		513,665		934,920		1,016,696		1,106,364
Unit value, end of period $	20.60 to 21.18		15.30 to 19.01		12.33 to 15.29		10.69 to 13.23		9.30 to 11.47
Assets, end of period $	10,486,948		9,619,429		14,186,941		13,368,772		12,549,025
Investment income ratio*	2.21	%	0.60	%	0.74	%	0.84	%	0.49	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	10.64% to 11.08	%	23.91% to 24.33	%	15.14% to 15.55	%	14.84% to 15.19	%	29.43% to 29.75	%

(i) Fund renamed on May 1, 2006. Previously known as International Stock Trust.

	Sub-Account
	International Equity Index Trust A Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (n)		Year Ended Dec. 31/04 (b)
Units, beginning of year	438,785		343,997		51,012		—
Units issued	126,457		167,620		392,254		103,970
Units redeemed	(400,280	)	(72,832	)	(99,269	)	(52,958	)
Units, end of year	164,962		438,785		343,997		51,012
Unit value, end of period $	24.37 to 24.73		21.27 to 21.49		17.07 to 17.18		14.74 to 14.77
Assets, end of period $	4,062,908		9,394,587		5,895,407		752,181
Investment income ratio*	3.63	%	0.72	%	0.79	%	0.58	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.35%to 0.65	%
Total return, lowest to highest***	14.62% to 15.07	%	24.62% to 25.11	%	15.80% to 16.26	%	17.94% to 18.17	%

(n) Fund renamed on May 2, 2005. Previously known as International Equity Index Fund.

(b) Reflects the period from commencement of operations on May 3, 2004 through December 31, 2004.

104

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	International Equity Index Trust B Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	4,914		—
Units issued	42,350		169,895
Units redeemed	(12,616	)	(164,981	)
Units, end of year	34,648		4,914
Unit value, end of period $	47.69		41.18
Assets, end of period $	1,652,270		202,332
Investment income ratio*	6.71	%	6.58	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	15.82	%	27.11	%

(g) Fund available in prior year but no activity.

	Sub-Account
	International Opportunities Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	12,483		—
Units issued	109,273		12,824
Units redeemed	(11,551	)	(341	)
Units, end of year	110,205		12,483
Unit value, end of period $	18.51		15.41
Assets, end of period $	2,039,663		192,374
Investment income ratio*	2.56	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	20.10	%	23.96	%

(g) Fund available in prior year but no activity.

105

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	International Opportunities Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (e)
Units, beginning of year	112,824		469		—
Units issued	67,598		204,132		1,745
Units redeemed	(36,015	)	(91,777	)	(1,276	)
Units, end of year	144,407		112,824		469
Unit value, end of period $	22.70 to 22.88		19.03 to 19.12		15.46
Assets, end of period $	3,296,001		2,154,500		7,257
Investment income ratio*	1.63	%	0.25	%	0.00	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.65	%
Total return, lowest to highest***	19.32% to 19.68	%	23.04% to 23.40	%	23.71	%

(e) Reflects the period from commencement of operations on May 2, 2005 through December 31, 2005.

	Sub-Account
	International Small Cap Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	1,115		—
Units issued	50,754		1,143
Units redeemed	(8,488	)	(28	)
Units, end of year	43,381		1,115
Unit value, end of period $	15.73		14.27
Assets, end of period $	682,371		15,913
Investment income ratio*	4.61	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	10.20	%	27.73	%

(g) Fund available in prior year but no activity.

106

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	International Small Cap Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	262,400		242,913		254,360		261,096		345,552
Units issued	224,368		115,106		115,857		297,698		143,552
Units redeemed	(163,669	)	(95,619	)	(127,304	)	(304,434	)	(228,008	)
Units, end of year	323,099		262,400		242,913		254,360		261,096
Unit value, end of period $	28.66 to 29.47		16.52 to 26.77		13.00 to 21.03		11.88 to 19.17		9.86 to 15.86
Assets, end of period $	9,304,722		6,853,600		4,994,547		4,744,645		3,409,121
Investment income ratio*	2.93	%	1.03	%	0.86	%	0.12	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	9.36% to 9.80	%	26.84% to 27.29	%	9.34% to 9.72	%	20.28% to 20.64	%	53.94% to 54.34	%

	Sub-Account
	International Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	156		—
Units issued	86,980		157
Units redeemed	(78,437	)	(1	)
Units, end of year	8,699		156
Unit value, end of period $	15.95		14.55
Assets, end of period $	138,707		2,266
Investment income ratio*	5.23	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	9.61	%	29.61	%

(g) Fund available in prior year but no activity.

107

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	International Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,282,480		1,151,161		534,492		451,530		225,236
Units issued	635,732		802,307		1,071,184		510,926		488,195
Units redeemed	(574,948	)	(670,988	)	(454,515	)	(427,964	)	(261,901	)
Units, end of year	1,343,264		1,282,480		1,151,161		534,492		451,530
Unit value, end of period $	23.37 to 24.12		21.49 to 22.42		16.70 to 17.40		15.24 to 15.83		12.62 to 13.09
Assets, end of period $	32,163,348		28,081,796		19,488,615		8,198,182		5,780,317
Investment income ratio*	4.36	%	1.77	%	0.66	%	1.28	%	0.67	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	8.76% to 9.25	%	28.68% to 29.27	%	9.78% to 10.15	%	20.75% to 21.12	%	43.91% to 44.28	%

	Sub-Account
	Investment Quality Bond Trust Series 0
	Year Ended Dec. 31/07 (g)
Units, beginning of year	—
Units issued	28,300
Units redeemed	(6,826	)
Units, end of year	21,474
Unit value, end of period $	11.15
Assets, end of period $	239,428
Investment income ratio*	13.41	%
Expense ratio, lowest to highest**	0.00	%
Total return, lowest to highest***	6.23	%

(g) Fund available in prior year but no activity.

108

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Investment Quality Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	417,247		956,608		1,132,045		1,159,780		1,475,664
Units issued	101,824		255,155		240,139		645,968		984,315
Units redeemed	(154,937	)	(794,516	)	(415,576	)	(673,703	)	(1,300,199	)
Units, end of year	364,134		417,247		956,608		1,132,045		1,159,780
Unit value, end of period $	22.03 to 22.66		18.33 to 21.40		17.79 to 20.67		17.50 to 20.28		16.79 to 19.39
Assets, end of period $	8,095,296		8,726,321		19,439,556		22,645,826		22,161,364
Investment income ratio*	8.92	%	7.56	%	5.63	%	5.96	%	5.40	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	5.47% to 5.88	%	2.84% to 3.26	%	1.55% to 1.91	%	4.13% to 4.45	%	6.63% to 6.89	%

	Sub-Account
	Large Cap Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	64		—
Units issued	27,296		66
Units redeemed	(23,801	)	(2	)
Units, end of year	3,559		64
Unit value, end of period $	12.96		12.77
Assets, end of period $	46,121		818
Investment income ratio*	0.20	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	1.53	%	14.38	%

(g) Fund available in prior year but no activity.

109

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Large Cap Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (e)
Units, beginning of year	2,302		289		—
Units issued	348,751		2,142		304
Units redeemed	(47,299	)	(129	)	(15	)
Units, end of year	303,754		2,302		289
Unit value, end of period $	15.89 to 16.06		15.80 to 15.85		13.90
Assets, end of period $	4,850,940		36,373		4,019
Investment income ratio*	0.81	%	0.27	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.45% to 0.65	%	0.65	%
Total return, lowest to highest***	0.68% to 1.09	%	13.62% to 13.85	%	11.22	%

(e) Reflects the period from commencement of operations on May 2, 2005 through December 31, 2005.

	Sub-Account
	Large Cap Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	251		—
Units issued	15,544		251
Units redeemed	(3,443	)	—
Units, end of year	12,352		251
Unit value, end of period $	14.03		13.43
Assets, end of period $	173,316		3,364
Investment income ratio*	2.11	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	4.45	%	16.03	%

(g) Fund available in prior year but no activity.

110

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Large Cap Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (k)
Units, beginning of year	217,111		174,124		74,430		83,191		—
Units issued	249,955		186,497		144,010		156,448		83,839
Units redeemed	(112,044	)	(143,510	)	(44,316	)	(165,209	)	(648	)
Units, end of year	355,022		217,111		174,124		74,430		83,191
Unit value, end of period $	26.35 to 26.72		25.41 to 25.69		22.06 to 22.24		19.23 to 19.32		15.89 to 15.91
Assets, end of period $	9,458,751		5,565,112		3,866,266		1,435,901		1,322,947
Investment income ratio*	1.03	%	0.45	%	0.00	%	1.43	%	0.00	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.35%to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	3.70% to 4.01	%	15.18% to 15.53	%	14.74% to 15.08	%	21.02% to 21.38	%	27.11% to 27.32	%

(k) Reflects the period from commencement of operations on May 5, 2003 through December 31, 2003.

	Sub-Account
	Lifestyle Aggressive Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (d)
Units, beginning of year	534		—
Units issued	77,108		579
Units redeemed	(28,478	)	(45	)
Units, end of year	49,164		534
Unit value, end of period $	14.50		13.34
Assets, end of period $	712,814		7,133
Investment income ratio*	9.39	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	8.66	%	15.48	%

(d) Fund renamed on May 1, 2006. Previously known as Lifestyle Aggressive 1000 Trust. Fund available in prior year but no activity.

111

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Lifestyle Aggressive Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (r)		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	348,066		316,430		305,615		73,758		38,262
Units issued	197,231		121,063		63,954		350,315		46,257
Units redeemed	(82,853	)	(89,427	)	(53,139	)	(118,458	)	(10,761	)
Units, end of year	462,444		348,066		316,430		305,615		73,758
Unit value, end of period $	22.65 to 23.20		16.82 to 21.44		14.65 to 18.58		13.31 to 16.86		11.53 to 14.53
Assets, end of period $	10,530,978		7,319,039		5,802,326		5,093,275		1,038,282
Investment income ratio*	9.52	%	7.38	%	1.79	%	0.78	%	0.35	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	7.84% to 8.22	%	14.72% to 15.11	%	9.92% to 10.25	%	15.30% to 15.66	%	34.04% to 34.31	%

(r) Fund renamed on May 1, 2006. Previously known as Lifestyle Aggressive 1000 Trust.

	Sub-Account
	Lifestyle Balanced Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (c)
Units, beginning of year	107,849		—
Units issued	129,478		110,597
Units redeemed	(18,562	)	(2,748	)
Units, end of year	218,765		107,849
Unit value, end of period $	13.19		12.37
Assets, end of period $	2,884,985		1,334,204
Investment income ratio*	7.63	%	0.11	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	6.60	%	12.80	%

(c) Fund renamed on May 1, 2006. Previously known as Lifestyle Balanced 640 Trust. Fund available in prior year but no activity.

112

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Lifestyle Balanced Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (s)		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	693,715		934,585		914,120		805,068		549,847
Units issued	116,050		245,346		282,338		639,365		354,757
Units redeemed	(284,734	)	(486,216	)	(261,873	)	(530,313	)	(99,536	)
Units, end of year	525,031		693,715		934,585		914,120		805,068
Unit value, end of period $	24.81 to 25.43		18.61 to 23.96		16.60 to 21.26		15.62 to 19.96		13.84 to 17.62
Assets, end of period $	13,079,455		16,303,510		19,581,681		18,039,138		13,798,701
Investment income ratio*	7.44	%	5.76	%	3.96	%	2.05	%	2.30	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	5.77% to 6.15	%	12.01% to 12.39	%	6.20% to 6.51	%	12.75% to 13.09	%	23.17% to 23.48	%

(s) Fund renamed on May 1, 2006. Previously known as Lifestyle Balanced 640 Trust.

	Sub-Account
	Lifestyle Conservative Trust series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (a)
Units, beginning of year	114		—
Units issued	3,731		115
Units redeemed	(1,109	)	(1	)
Units, end of year	2,736		114
Unit value, end of period $	11.81		11.21
Assets, end of period $	32,325		1,287
Investment income ratio*	9.49	%	1.13	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	5.35	%	8.44	%

(a) Fund renamed on May 1, 2006. Previously known as Lifestyle Conservative 280 Trust. Fund available in prior year but no activity.

113

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Lifestyle Conservative Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (t)		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	55,589		284,921		268,947		268,987		198,190
Units issued	257,589		66,508		55,265		280,449		176,092
Units redeemed	(23,841	)	(295,840	)	(39,291	)	(280,489	)	(105,295	)
Units, end of year	289,337		55,589		284,921		268,947		268,987
Unit value, end of period $	23.65 to 24.23		18.47 to 23.07		17.13 to 21.23		16.74 to 20.76		15.50 to 19.16
Assets, end of period $	6,915,236		1,239,063		5,962,323		5,504,364		5,025,582
Investment income ratio*	9.12	%	6.17	%	5.00	%	3.76	%	3.54	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.30% to 0.65	%	0.40% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	4.70% to 5.05	%	7.73% to 8.11	%	2.22% to 2.48	%	7.88% to 8.21	%	10.83% to 11.10	%

(t) Fund renamed on May 1, 2006. Previously known as Lifestyle Conservative 280 Trust.

	Sub-Account
	Lifestyle Growth Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (z)
Units, beginning of year	113,970		—
Units issued	198,908		118,278
Units redeemed	(32,961	)	(4,308	)
Units, end of year	279,917		113,970
Unit value, end of period $	13.76		12.79
Assets, end of period $	3,850,878		1,457,877
Investment income ratio*	7.22	%	0.08	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	7.55	%	13.58	%

(z) Fund renamed on May 1, 2006. Previously known as Lifestyle Growth 820 Trust. Fund available in prior year but no activity.

114

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Lifestyle Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (u)		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	507,106		416,491		417,608		178,824		93,184
Units issued	190,193		158,281		130,964		368,911		120,911
Units redeemed	(108,081	)	(67,666	)	(132,081	)	(130,127	)	(35,271	)
Units, end of year	589,218		507,106		416,491		417,608		178,824
Unit value, end of period $	24.03 to 24.63		17.42 to 22.91		15.44 to 20.26		14.28 to 18.71		12.53 to 16.33
Assets, end of period $	14,223,964		11,424,780		8,315,803		7,721,710		2,875,199
Investment income ratio*	7.66	%	5.75	%	2.70	%	1.39	%	1.02	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	6.82% to 7.20	%	12.76% to 13.11	%	7.96% to 8.28	%	13.85% to 14.19	%	28.70% to 28.97	%

(u) Fund renamed on May 1, 2006. Previously known as Lifestyle Growth 820 Trust.

	Sub-Account
	Lifestyle Moderate Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (y)
Units, beginning of year	1,032		—
Units issued	51,669		1,056
Units redeemed	(16,355	)	(24	)
Units, end of year	36,346		1,032
Unit value, end of period $	12.33		11.71
Assets, end of period $	448,263		12,083
Investment income ratio*	9.18	%	0.42	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	5.34	%	10.49	%

(y) Fund renamed on May 1, 2006. Previously known as Lifestyle Moderate 460 Trust. Fund available in prior year but no activity.

115

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Lifestyle Moderate Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (v)		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	137,665		143,857		170,770		105,262		58,209
Units issued	135,935		158,656		66,570		170,447		136,503
Units redeemed	(170,122	)	(164,848	)	(93,483	)	(104,939	)	(89,450	)
Units, end of year	103,478		137,665		143,857		170,770		105,262
Unit value, end of period $	23.99 to 24.59		18.23 to 23.42		16.60 to 21.22		16.03 to 20.45		14.51 to 18.45
Assets, end of period $	2,495,078		3,158,679		3,008,972		3,447,752		1,819,243
Investment income ratio*	6.52	%	3.83	%	4.03	%	2.62	%	2.75	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	4.61% to 4.98	%	9.70% to 10.09	%	3.48% to 3.79	%	10.32% to 10.65	%	17.06% to 17.35	%

(v) Fund renamed on May 1, 2006. Previously known as Lifestyle Moderate 460 Trust.

	Sub-Account
	Managed Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	1,073		—
Units issued	1,305		14,325
Units redeemed	(1,125	)	(13,252	)
Units, end of year	1,253		1,073
Unit value, end of period $	57.27		56.17
Assets, end of period $	71,745		60,233
Investment income ratio*	5.37	%	10.94	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	1.95	%	7.48	%

(g) Fund available in prior year but no activity.

116

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Mid Cap Index Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	25,037		—
Units issued	85,093		25,693
Units redeemed	(39,062	)	(656	)
Units, end of year	71,068		25,037
Unit value, end of period $	15.02		13.97
Assets, end of period $	1,067,496		349,681
Investment income ratio*	1.69	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	7.55	%	9.74	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Mid Cap Index Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	315,280		329,426		411,020		253,416		151,140
Units issued	1,720,087		210,019		329,260		459,051		275,299
Units redeemed	(807,521	)	(224,165	)	(410,854	)	(301,447	)	(173,023	)
Units, end of year	1,227,846		315,280		329,426		411,020		253,416
Unit value, end of period $	21.80 to 22.42		20.42 to 20.92		18.74 to 19.08		16.88 to 17.09		14.67 to 14.78
Assets, end of period $	27,299,289		6,517,466		6,231,380		6,984,470		3,729,877
Investment income ratio*	1.22	%	0.63	%	0.76	%	0.34	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	6.76% to 7.19	%	8.95% to 9.39	%	11.24% to 11.63	%	15.08% to 15.43	%	33.70% to 34.03	%

117

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Mid Cap Intersection Trust Series 1
	Year Ended Dec. 31/07 (w)
Units, beginning of year	—
Units issued	89
Units redeemed	—
Units, end of year	89
Unit value, end of period $	11.59
Assets, end of period $	1,036
Investment income ratio*	0.00	%
Expense ratio, lowest to highest**	0.65	%
Total return, lowest to highest***	(7.29	%)

(w) Reflects the period from commencement of operations on April 30, 2007 through December 31, 2007.

	Sub-Account
	Mid Cap Stock Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	3,497		—
Units issued	29,526		3,810
Units redeemed	(3,589	)	(313	)
Units, end of year	29,434		3,497
Unit value, end of period $	49.27		39.87
Assets, end of period $	1,450,200		139,406
Investment income ratio*	0.01	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	23.59	%	13.66	%

(g) Fund available in prior year but no activity.

118

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Mid Cap Stock Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	746,822		842,918		1,191,214		439,064		157,865
Units issued	268,501		429,518		832,322		1,709,693		463,180
Units redeemed	(324,869	)	(525,614	)	(1,180,618	)	(957,543	)	(181,981	)
Units, end of year	690,454		746,822		842,918		1,191,214		439,064
Unit value, end of period $	21.39 to 22.00		17.44 to 18.58		15.46 to 16.45		13.62 to 14.44		11.52 to 12.20
Assets, end of period $	15,137,410		13,282,114		13,361,473		16,362,126		5,169,749
Investment income ratio*	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	22.70% to 23.20	%	12.75% to 13.21	%	13.77% to 14.23	%	18.26% to 18.68	%	41.41% to 41.76	%

	Sub-Account
	Mid Cap Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	7,923		—
Units issued	32,428		8,649
Units redeemed	(11,714	)	(726	)
Units, end of year	28,637		7,923
Unit value, end of period $	12.76		12.67
Assets, end of period $	365,431		100,380
Investment income ratio*	1.27	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	0.72	%	12.30	%

(g) Fund available in prior year but no activity.

119

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Mid Cap Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,452,791		1,656,848		753,501		445,032		376,737
Units issued	125,745		665,474		1,329,000		675,227		383,482
Units redeemed	(1,035,680	)	(869,531	)	(425,653	)	(366,758	)	(315,187	)
Units, end of year	542,856		1,452,791		1,656,848		753,501		445,032
Unit value, end of period $	21.46 to 22.04		21.46 to 21.94		19.24 to 19.55		17.93 to 18.12		14.50 to 14.59
Assets, end of period $	11,820,247		31,558,117		32,162,303		13,585,575		6,473,940
Investment income ratio*	1.00	%	0.69	%	0.38	%	0.49	%	0.36	%
Expense ratio, lowest to highest**	0.25% to 0.65	%	0.25% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	0.04% to 0.44	%	11.55% to 12.00	%	7.31% to 7.68	%	23.65% to 24.03	%	24.54% to 24.86	%

	Sub-Account
	Mid Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	43,969		—
Units issued	149,985		46,901
Units redeemed	(83,748	)	(2,932	)
Units, end of year	110,206		43,969
Unit value, end of period $	21.71		21.60
Assets, end of period $	2,392,619		949,770
Investment income ratio*	2.30	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	0.51	%	20.34	%

(g) Fund available in prior year but no activity.

120

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Money Market Trust B Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	429,969		—
Units issued	2,530,991		705,113
Units redeemed	(1,617,434	)	(275,144	)
Units, end of year	1,343,526		429,969
Unit value, end of period $	16.90		16.12
Assets, end of period $	22,707,880		6,933,060
Investment income ratio*	4.54	%	4.82	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	4.82	%	4.70	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Money Market Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	4,383,149		2,786,033		2,174,205		2,120,159		2,245,118
Units issued	1,324,785		4,547,755		2,639,719		2,342,246		2,995,349
Units redeemed	(1,682,410	)	(2,950,639	)	(2,027,891	)	(2,288,200	)	(3,120,308	)
Units, end of year	4,025,524		4,383,149		2,786,033		2,174,205		2,120,159
Unit value, end of period $	20.80 to 21.46		14.58 to 20.58		14.04 to 19.65		13.75 to 19.21		13.71 to 19.09
Assets, end of period $	83,833,691		86,696,310		52,697,960		40,361,843		38,888,983
Investment income ratio*	4.46	%	4.40	%	2.66	%	0.81	%	0.58	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	3.83% to 4.30	%	3.70% to 4.17	%	1.95% to 2.31	%	0.15% to 0.46	%	(0.07%) to 0.17	%

121

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Natural Resources Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	228		—
Units issued	44,794		236
Units redeemed	(10,834	)	(8	)
Units, end of year	34,188		228
Unit value, end of period $	23.82		16.92
Assets, end of period $	814,432		3,857
Investment income ratio*	1.39	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	40.81	%	22.32	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Natural Resources Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (k)
Units, beginning of year	176,488		161,459		88,358		62,308		—
Units issued	145,660		253,308		197,987		108,859		66,429
Units redeemed	(67,206	)	(238,279	)	(124,886	)	(82,809	)	(4,121	)
Units, end of year	254,942		176,488		161,459		88,358		62,308
Unit value, end of period $	54.82 to 55.72		39.22 to 39.65		32.28 to 32.54		22.14 to 22.24		17.92 to 17.95
Assets, end of period $	14,108,807		6,971,550		5,420,454		1,963,833		1,117,564
Investment income ratio*	1.07	%	0.50	%	0.00	%	0.07	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	39.76% to 40.25	%	21.50% to 21.87	%	45.82% to 46.26	%	23.51% to 23.88	%	43.39% to 43.63	%

(k) Reflects the period from commencement of operations on May 5, 2003 through December 31, 2003.

122

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Overseas Equity Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	65,482		—
Units issued	168,518		66,602
Units redeemed	(96,386	)	(1,120	)
Units, end of year	137,614		65,482
Unit value, end of period $	21.43		19.04
Assets, end of period $	2,948,953		1,246,990
Investment income ratio*	2.47	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	12.53	%	19.76	%
(g)    Fund available in prior year but no activity.
	Sub-Account
	Pacific Rim Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	141		—
Units issued	36,865		146
Units redeemed	(11,039	)	(5	)
Units, end of year	25,967		141
Unit value, end of period $	15.40		14.10
Assets, end of period $	399,811		1,981
Investment income ratio*	2.47	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	9.19	%	11.22	%

(g) Fund available in prior year but no activity.

123

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Pacific Rim Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	677,202		562,685		592,545		487,239		500,442
Units issued	233,026		604,396		242,075		502,648		494,143
Units redeemed	(378,570	)	(489,879	)	(271,935	)	(397,342	)	(507,346	)
Units, end of year	531,658		677,202		562,685		592,545		487,239
Unit value, end of period $	14.58 to 14.99		13.46 to 16.58		12.20 to 15.01		9.79 to 9.91		8.43 to 10.32
Assets, end of period $	7,900,944		9,231,358		6,929,233		5,836,323		4,250,322
Investment income ratio*	1.81	%	0.90	%	0.86	%	0.65	%	0.19	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	8.37% to 8.81	%	10.27% to 10.71	%	24.89% to 25.32	%	16.14% to 16.50	%	39.81% to 40.16	%

	Sub-Account
	Quantitative All Cap Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	154		—
Units issued	3,223		160
Units redeemed	(434	)	(6	)
Units, end of year	2,943		154
Unit value, end of period $	13.73		13.22
Assets, end of period $	40,413		2,045
Investment income ratio*	1.57	%	3.01	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	3.82	%	15.24	%

(g) Fund available in prior year but no activity.

124

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Quantitative All Cap Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04 (b)
Units, beginning of year	50		1,712		164		—
Units issued	13,530		34,598		3,081		1,784
Units redeemed	(13,527	)	(36,260	)	(1,533	)	(1,620	)
Units, end of year	53		50		1,712		164
Unit value, end of period $	22.51 to 22.72		21.84 to 21.99		19.08 to 19.18		17.69 to 17.75
Assets, end of period $	1,200		1,093		32,673		2,916
Investment income ratio*	0.31	%	0.01	%	3.08	%	1.30	%
Expense ratio, lowest to highest**	0.45% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	3.11% to 3.31	%	14.42% to 14.65	%	7.88% to 8.10	%	14.16% to 14.39	%

(b) Reflects the period from commencement of operations on May 3, 2004 through December 31, 2004.

	Sub-Account
	Quantitative Mid Cap Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	70		—
Units issued	8,020		73
Units redeemed	(2,253	)	(3	)
Units, end of year	5,837		70
Unit value, end of period $	11.96		12.17
Assets, end of period $	69,797		860
Investment income ratio*	0.71	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(1.73	%)	4.10	%

(g) Fund available in prior year but no activity.

125

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Quantitative Mid Cap Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	32,171		34,103		31,203		14,437		1,039
Units issued	5,908		30,835		9,698		41,021		27,939
Units redeemed	(35,052	)	(32,767	)	(6,798	)	(24,255	)	(14,541	)
Units, end of year	3,027		32,171		34,103		31,203		14,437
Unit value, end of period $	14.33 to 14.67		14.73 to 15.02		14.24 to 14.44		12.62 to 12.71		10.74 to 10.80
Assets, end of period $	43,898		474,909		487,068		394,385		155,204
Investment income ratio*	0.13	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.65	%	0.30% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	(2.72%) to (2.36	%)	3.41% to 3.78	%	12.89% to 13.23	%	17.44% to 17.67	%	37.65% to 37.92	%

	Sub-Account
	Quantitative Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	124		—
Units issued	5,310		129
Units redeemed	(1,823	)	(5	)
Units, end of year	3,611		124
Unit value, end of period $	12.91		13.61
Assets, end of period $	46,602		1,687
Investment income ratio*	3.20	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(5.17	%)	21.36	%

(g) Fund available in prior year but no activity.

126

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Quantitative Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (g)
Units, beginning of year	1,038		—		—
Units issued	56,475		14,129		1,072
Units redeemed	(27,699	)	(13,091	)	(1,072	)
Units, end of year	29,814		1,038		—
Unit value, end of period $	17.97 to 18.17		19.08 to 19.18		15.85
Assets, end of period $	539,099		19,810		—
Investment income ratio*	2.27	%	0.22	%	0.00	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.45% to 0.65	%	0.65	%
Total return, lowest to highest***	(5.81%) to (5.53	%)	20.38% to 20.63	%	8.48	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Real Estate Securities Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	61,253		—
Units issued	41,795		71,898
Units redeemed	(41,404	)	(10,645	)
Units, end of year	61,644		61,253
Unit value, end of period $	80.44		95.27
Assets, end of period $	4,958,485		5,835,277
Investment income ratio*	2.87	%	2.02	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(15.56	%)	38.17	%

(g) Fund available in prior year but no activity.

127

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Real Estate Securities Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	366,108		472,983		511,509		445,289		572,990
Units issued	91,471		79,184		132,415		359,425		190,483
Units redeemed	(173,642	)	(186,059	)	(170,941	)	(293,205	)	(318,184	)
Units, end of year	283,937		366,108		472,983		511,509		445,289
Unit value, end of period $	96.01 to 98.74		45.30 to 117.35		32.99 to 85.23		29.65 to 76.43		22.58 to 57.88
Assets, end of period $	27,305,782		41,904,090		39,627,992		38,437,806		24,344,448
Investment income ratio*	2.57	%	1.78	%	1.96	%	2.36	%	2.98	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	(16.20%) to (15.86	%)	37.14% to 37.69	%	11.07% to 11.52	%	31.18% to 31.64	%	38.24% to 38.59	%

	Sub-Account
	Real Return Bond Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	9,519		—
Units issued	8,989		9,712
Units redeemed	(4,166	)	(193	)
Units, end of year	14,342		9,519
Unit value, end of period $	11.14		10.01
Assets, end of period $	159,791		95,237
Investment income ratio*	7.43	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	11.36	%	0.43	%

(g) Fund available in prior year but no activity.

128

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Real Return Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (k)
Units, beginning of year	175,568		116,509		111,729		5,873		—
Units issued	230,718		103,018		85,239		262,524		133,583
Units redeemed	(55,796	)	(43,959	)	(80,459	)	(156,668	)	(127,710	)
Units, end of year	350,490		175,568		116,509		111,729		5,873
Unit value, end of period $	15.72 to 15.95		14.22 to 14.38		14.25 to 14.37		14.14 to 14.22		13.05 to 13.07
Assets, end of period $	5,575,602		2,514,498		1,669,468		1,584,831		76,663
Investment income ratio*	7.51	%	2.37	%	0.00	%	0.49	%	0.00	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	10.58% to 10.94	%	(0.27%) to 0.05	%	0.78% to 1.09	%	8.35% to 8.69	%	4.43% to 4.57	%

(k) Reflects the period from commencement of operations on May 5, 2003 through December 31, 2003.

	Sub-Account
	Science & Technology Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	83		—
Units issued	44,540		86
Units redeemed	(13,257	)	(3	)
Units, end of year	31,366		83
Unit value, end of period $	14.24		11.90
Assets, end of period $	446,630		986
Investment income ratio*	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	19.62	%	5.60	%

(g) Fund available in prior year but no activity.

129

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Science & Technology Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,326,101		1,728,120		2,513,425		2,816,080		2,889,535
Units issued	686,435		490,113		687,432		2,720,294		2,001,149
Units redeemed	(1,155,368	)	(892,132	)	(1,472,737	)	(3,022,949	)	(2,074,604	)
Units, end of year	857,168		1,326,101		1,728,120		2,513,425		2,816,080
Unit value, end of period $	16.76 to 17.24		05.41 to 14.46		5.16 to 13.74		5.08 to 13.50		5.06 to 13.38
Assets, end of period $	12,527,168		16,624,064		20,287,236		30,223,103		26,154,570
Investment income ratio*	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	18.72% to 19.21	%	4.79% to 5.21	%	1.37% to 1.78	%	0.22% to 0.58	%	49.43% to 49.79	%

	Sub-Account
	Short-Term Bond Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	1,338		—
Units issued	5,337		42,917
Units redeemed	(936	)	(41,579	)
Units, end of year	5,739		1,338
Unit value, end of period $	19.05		18.45
Assets, end of period $	109,311		24,683
Investment income ratio*	13.46	%	35.06	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	3.25	%	4.55	%

(g) Fund available in prior year but no activity.

130

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Small Cap Growth Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	107,112		—
Units issued	178,101		112,610
Units redeemed	(110,291	)	(5,498	)
Units, end of year	174,922		107,112
Unit value, end of period $	19.59		17.19
Assets, end of period $	3,426,541		1,840,852
Investment income ratio*	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	13.98	%	13.47	%
(g)    Fund available in prior year but no activity.
	Sub-Account
	Small Cap Index Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	11,525		—
Units issued	25,127		35,074
Units redeemed	(10,835	)	(23,549	)
Units, end of year	25,817		11,525
Unit value, end of period $	15.16		15.48
Assets, end of period $	391,430		178,426
Investment income ratio*	2.00	%	2.39	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(2.06	%)	17.64	%

(g) Fund available in prior year but no activity.

131

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Small Cap Index Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	668,353		728,419		453,968		162,048		226,973
Units issued	81,643		167,253		454,316		586,135		280,118
Units redeemed	(410,685	)	(227,319	)	(179,865	)	(294,215	)	(345,043	)
Units, end of year	339,311		668,353		728,419		453,968		162,048
Unit value, end of period $	18.08 to 18.59		18.61 to 19.06		15.94 to 16.25		15.48 to 15.66		13.28 to 13.38
Assets, end of period $	6,241,315		12,623,575		11,739,024		7,067,046		2,159,093
Investment income ratio*	1.61	%	0.49	%	0.53	%	0.34	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	(2.85%) to (2.46	%)	16.79% to 17.26	%	3.16% to 3.58	%	16.56% to 16.92	%	44.85% to 45.20	%

	Sub-Account
	Small Cap Opportunities Trust Series 0
	Year Ended Dec. 31/07 (g)
Units, beginning of year	—
Units issued	5,199
Units redeemed	(1,645	)
Units, end of year	3,554
Unit value, end of period $	11.87
Assets, end of period $	42,196
Investment income ratio*	2.68	%
Expense ratio, lowest to highest**	0.00	%
Total return, lowest to highest***	(7.60	%)

(g) Fund available in prior year but no activity.

132

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Small Cap Opportunities Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (k)
Units, beginning of year	282,521		256,511		74,332		28,153		—
Units issued	64,717		171,059		314,871		98,813		32,131
Units redeemed	(209,295	)	(145,049	)	(132,692	)	(52,634	)	(3,978	)
Units, end of year	137,943		282,521		256,511		74,332		28,153
Unit value, end of period $	23.42 to 23.86		25.54 to 25.92		23.28 to 23.53		21.77 to 21.88		17.43 to 17.45
Assets, end of period $	3,272,245		7,281,857		6,011,042		1,625,557		491,037
Investment income ratio*	1.75	%	0.68	%	0.00	%	0.03	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	(8.31%) to (7.94	%)	9.68% to 10.12	%	7.02% to 7.45	%	24.96% to 25.34	%	39.40% to 39.64	%

(k) Reflects the period from commencement of operations on May 5, 2003 through December 31, 2003.

	Sub-Account
	Small Cap Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	—		—
Units issued	2,123		5,610
Units redeemed	(721	)	(5,610	)
Units, end of year	1,402		—
Unit value, end of period $	12.39		12.32
Assets, end of period $	17,384		—
Investment income ratio*	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	0.57	%	7.62	%

(g) Fund available in prior year but no activity.

133

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Small Cap Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (e)
Units, beginning of year	2,996		1,196		—
Units issued	8,887		4,121		1,696
Units redeemed	(4,660	)	(2,321	)	(500	)
Units, end of year	7,223		2,996		1,196
Unit value, end of period $	15.22 to 15.30		15.22 to 15.27		14.24 to 14.26
Assets, end of period $	109,996		45,604		17,031
Investment income ratio*	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.45% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	(0.01%) to 0.19	%	6.86% to 7.08	%	13.92% to 14.06	%

(e) Reflects the period from commencement of operations on May 2, 2005 through December 31, 2005.

	Sub-Account
	Small Cap Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	124,341		—
Units issued	15,444		143,375
Units redeemed	(37,776	)	(19,034	)
Units, end of year	102,009		124,341
Unit value, end of period $	34.40		35.44
Assets, end of period $	3,509,437		4,406,358
Investment income ratio*	0.97	%	0.13	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(2.92	%)	19.32	%

(g) Fund available in prior year but no activity.

134

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Small Cap Value Trust Series 1
	Year Ended Dec. 31/07 (cc)
Units, beginning of year	—
Units issued	31,908
Units redeemed	(31,161	)
Units, end of year	747
Unit value, end of period $	12.26 to 12.39
Assets, end of period $	9,201
Investment income ratio*	0.02	%
Expense ratio, lowest to highest**	0.45% to 0.65	%
Total return, lowest to highest***	(1.88%) to (0.88	%)

(cc) Reflects the period from commencement of operations on November 12, 2007 through December 31, 2007.

	Sub-Account
	Small Company Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (g)
Units, beginning of year	77,847		2,740		—
Units issued	9,939		90,180		10,254
Units redeemed	(9,513	)	(15,073	)	(7,514	)
Units, end of year	78,273		77,847		2,740
Unit value, end of period $	15.60 to 15.77		16.80 to 16.93		16.01 to 16.06
Assets, end of period $	1,234,056		1,317,577		43,967
Investment income ratio*	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	(7.15%) to (6.86	%)	4.92% to 5.23	%	5.63% to 5.84	%

(g) Fund available in prior year but no activity.

135

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Small Company Value Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	5,566		—
Units issued	60,594		6,551
Units redeemed	(15,705	)	(985	)
Units, end of year	50,455		5,566
Unit value, end of period $	13.25		13.41
Assets, end of period $	668,711		74,625
Investment income ratio*	0.17	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(1.14	%)	15.50	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Small Company Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,197,374		1,534,174		1,525,817		1,151,115		1,194,763
Units issued	494,264		813,580		766,171		1,166,644		1,030,795
Units redeemed	(794,778	)	(1,150,380	)	(757,814	)	(791,942	)	(1,074,443	)
Units, end of year	896,860		1,197,374		1,534,174		1,525,817		1,151,115
Unit value, end of period $	18.69 to 19.29		19.05 to 28.45		16.62 to 24.78		15.67 to 23.28		12.60 to 18.70
Assets, end of period $	17,636,851		23,687,841		26,095,828		24,396,927		15,104,792
Investment income ratio*	0.15	%	0.07	%	0.27	%	0.15	%	0.44	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	(1.89%) to (1.44	%)	14.62% to 15.13	%	6.29% to 6.66	%	24.38% to 24.76	%	32.81% to 33.12	%

136

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Special Value Trust Series 0
	Year Ended Dec. 31/07 (q)
Units, beginning of year	—
Units issued	16
Units redeemed	(16	)
Units, end of year	—
Unit value, end of period $	12.41
Assets, end of period $	—
Investment income ratio*	4.02	%
Expense ratio, lowest to highest**	0.00	%
Total return, lowest to highest***	(0.22	%)

(q) Terminated as an investment option and funds transferred to Small Cap Value Trust on November 12, 2007.

	Sub-Account
	Special Value Trust Series 1
	Year Ended Dec. 31/07 (q)		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03 (k)
Units, beginning of year	16,931		15,605		11,949		10,527		—
Units issued	5,798		12,637		5,903		3,178		20,755
Units redeemed	(22,729	)	(11,311	)	(2,247	)	(1,756	)	(10,228	)
Units, end of year	—		16,931		15,605		11,949		10,527
Unit value, end of period $	21.55 to 21.84		21.73 to 21.97		19.74 to 19.84		18.81 to 18.87		15.77
Assets, end of period $	—		370,598		309,231		225,420		166,036
Investment income ratio*	2.46	%	0.03	%	0.00	%	0.00	%	0.00	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%	0.45	%
Total return, lowest to highest***	(0.86%) to (0.61	%)	10.12% to 10.45	%	4.92% to 5.13	%	19.40% to 19.65	%	26.18	%

(q) Terminated as an investment option and funds transferred to Small Cap Value Trust on November 12, 2007.

(k) Reflects the period from commencement of operations on May 5, 2003 through December 31, 2003.

137

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Strategic Bond Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	—		—
Units issued	18,075		60
Units redeemed	(5,146	)	(60	)
Units, end of year	12,929		—
Unit value, end of period $	10.99		10.99
Assets, end of period $	142,120		—
Investment income ratio*	10.56	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	0.02	%	7.05	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Strategic Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	249,209		253,221		238,775		169,132		221,458
Units issued	109,181		138,457		176,347		290,490		397,326
Units redeemed	(156,628	)	(142,469	)	(161,901	)	(220,847	)	(449,652	)
Units, end of year	201,762		249,209		253,221		238,775		169,132
Unit value, end of period $	21.60 to 22.22		19.92 to 22.32		18.71 to 20.86		18.32 to 20.38		17.27 to 19.15
Assets, end of period $	4,397,774		5,459,524		5,217,823		4,821,612		3,179,959
Investment income ratio*	9.23	%	6.48	%	2.48	%	3.88	%	6.69	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	(0.85%) to (0.45	%)	6.31% to 6.73	%	1.98% to 2.34	%	5.98% to 6.29	%	12.38% to 12.66	%

138

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Strategic Income Trust Series 0
	Year Ended Dec. 31/07 (g)
Units, beginning of year	—
Units issued	1,481
Units redeemed	(233	)
Units, end of year	1,248
Unit value, end of period $	11.33
Assets, end of period $	14,141
Investment income ratio*	2.57	%
Expense ratio, lowest to highest**	0.00	%
Total return, lowest to highest***	5.85	%

(g) Fund available in prior year but no activity.

	Sub-Account
	Strategic Income Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04 (b)
Units, beginning of year	35,928		78,004		2,225		—
Units issued	20,922		37,952		90,668		2,246
Units redeemed	(40,457	)	(80,028	)	(14,889	)	(21	)
Units, end of year	16,393		35,928		78,004		2,225
Unit value, end of period $	14.97 to 15.14		14.24 to 14.35		13.78 to 13.82		13.56 to 13.57
Assets, end of period $	245,858		512,297		1,075,257		30,167
Investment income ratio*	1.70	%	2.03	%	12.20	%	6.19	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35%to 0.65	%	0.45% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	5.16% to 5.51	%	3.31% to 3.62	%	1.64% to 1.81	%	8.46% to 8.60	%

(b) Reflects the period from commencement of operations on May 3, 2004 through December 31, 2004.

139

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Strategic Opportunities Trust Series 0
	Year Ended Dec. 31/07 (p)		Year Ended Dec. 31/06 (g)
Units, beginning of year	8		—
Units issued	12,775		8
Units redeemed	(12,783	)	—
Units, end of year	—		8
Unit value, end of period $	14.31		13.40
Assets, end of period $	—		106
Investment income ratio*	4.17	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	6.76	%	12.25	%

(p) Terminated as an investment option and funds transferred to Large Cap Trust on April 30, 2007.

(g) Fund available in prior year but no activity.

	Sub-Account
	Strategic Opportunities Trust Series 1
	Year Ended Dec. 31/07 (p)		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	341,864		389,613		396,663		588,318		895,938
Units issued	44,491		164,694		146,665		299,516		493,480
Units redeemed	(386,355	)	(212,443	)	(153,715	)	(491,171	)	(801,100	)
Units, end of year	—		341,864		389,613		396,663		588,318
Unit value, end of period $	15.85 to 16.26		11.16 to 15.24		10.01 to 13.59		9.17 to 12.43		8.21 to 11.09
Assets, end of period $	—		4,938,858		5,106,599		4,732,242		5,962,880
Investment income ratio*	0.78	%	0.01	%	0.40	%	0.09	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	6.54% to 6.68	%	11.38% to 11.83	%	8.96%to 9.34	%	11.58% to 11.93	%	25.03% to 25.34	%

(p) Terminated as an investment option and funds transferred to Large Cap Trust on April 30, 2007.

140

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Total Bond Market Trust B Series 0
	Year Ended Dec. 31/07 (j)		Year Ended Dec. 31/06 (g)
Units, beginning of year	103,058		—
Units issued	171,563		107,642
Units redeemed	(118,467	)	(4,584	)
Units, end of year	156,154		103,058
Unit value, end of period $	17.03		15.89
Assets, end of period $	2,658,477		1,637,785
Investment income ratio*	11.03	%	2.44	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	7.13	%	4.07	%

(j) Renamed on October 1, 2007. Formerly known as Bond Index Trust B.

(g) Fund available in prior year but no activity.

	Sub-Account
	Total Return Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	34,283		—
Units issued	55,834		36,837
Units redeemed	(17,824	)	(2,554	)
Units, end of year	72,293		34,283
Unit value, end of period $	12.37		11.39
Assets, end of period $	894,516		390,568
Investment income ratio*	9.04	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	8.61	%	3.67	%

(g) Fund available in prior year but no activity.

141

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Total Return Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,570,478		2,385,781		2,833,935		2,319,152		2,315,832
Units issued	1,105,189		879,060		1,121,316		2,668,560		1,537,006
Units redeemed	(930,662	)	(1,694,363	)	(1,569,470	)	(2,153,777	)	(1,533,686	)
Units, end of year	1,745,005		1,570,478		2,385,781		2,833,935		2,319,152
Unit value, end of period $	19.46 to 20.09		18.06 to 18.56		17.56 to 17.92		17.28 to 17.53		16.57 to 16.70
Assets, end of period $	34,656,094		28,840,343		42,371,818		49,394,073		38,643,292
Investment income ratio*	7.86	%	3.62	%	2.49	%	3.71	%	2.77	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.30% to 0.70	%	0.30% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	7.73% to 8.23	%	2.89% to 3.34	%	1.76% to 2.17	%	4.28% to 4.65	%	4.32% to 4.60	%

	Sub-Account
	Total Stock Market Index Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	37		—
Units issued	8,318		37
Units redeemed	(1,433	)	—
Units, end of year	6,922		37
Unit value, end of period $	48.65		46.25
Assets, end of period $	336,768		1,715
Investment income ratio*	3.08	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	5.19	%	15.33	%

(g) Fund available in prior year but no activity.

142

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Total Stock Market Index Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	212,749		323,999		230,903		371,604		181,207
Units issued	144,535		144,172		313,142		405,051		467,766
Units redeemed	(96,286	)	(255,422	)	(220,046	)	(545,752	)	(277,369	)
Units, end of year	260,998		212,749		323,999		230,903		371,604
Unit value, end of period $	13.90 to 14.29		13.31 to 13.63		11.62 to 11.83		11.10 to 11.23		9.99 to 10.07
Assets, end of period $	3,702,220		2,867,841		3,807,527		2,572,128		3,719,559
Investment income ratio*	2.17	%	1.02	%	0.99	%	0.73	%	0.00	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	4.44% to 4.86	%	14.49% to 14.95	%	4.96% to 5.32	%	11.02% to 11.35	%	29.69% to 30.02	%

	Sub-Account
	U.S. Core Trust Series 0
	Year Ended Dec. 31/07 (g)
Units, beginning of year	—
Units issued	77,819
Units redeemed	(13,038	)
Units, end of year	64,781
Unit value, end of period $	11.64
Assets, end of period $	754,280
Investment income ratio*	3.58	%
Expense ratio, lowest to highest**	0.00	%
Total return, lowest to highest***	1.31	%

(g) Fund available in prior year but no activity.

143

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	U.S. Core Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (o)		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	827,753		853,493		899,801		1,151,229		1,592,866
Units issued	131,686		237,418		549,300		471,319		695,451
Units redeemed	(560,542	)	(263,158	)	(595,608	)	(722,747	)	(1,137,088	)
Units, end of year	398,897		827,753		853,493		899,801		1,151,229
Unit value, end of period $	20.58 to 21.16		11.57 to 20.96		10.66 to 19.25		10.50 to 18.89		9.89 to 17.73
Assets, end of period $	7,579,823		16,484,485		15,776,383		16,191,548		18,310,286
Investment income ratio*	2.13	%	1.19	%	1.38	%	0.85	%	1.02	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	0.56% to 0.97	%	8.42% to 8.84	%	1.32% to 1.72	%	6.08% to 6.39	%	25.77% to 26.09	%

(o) Fund renamed on May 1, 2006. Previously known as Growth & Income Trust.

	Sub-Account
	U.S. Global Leaders Growth Trust Series 0
	Year Ended Dec. 31/07 (g)
Units, beginning of year	—
Units issued	429
Units redeemed	(320	)
Units, end of year	109
Unit value, end of period $	11.51
Assets, end of period $	1,257
Investment income ratio*	1.92	%
Expense ratio, lowest to highest**	0.00	%
Total return, lowest to highest***	3.72	%

(g) Fund available in prior year but no activity.

144

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	U.S. Global Leaders Growth Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05 (g)
Units, beginning of year	51,406		83,180		—
Units issued	24,267		25,598		104,006
Units redeemed	(28,530	)	(57,372	)	(20,826	)
Units, end of year	47,143		51,406		83,180
Unit value, end of period $	13.75 to 13.90		13.35 to 13.46		13.20 to 13.27
Assets, end of period $	652,965		690,161		1,100,951
Investment income ratio*	1.48	%	0.00	%	0.24	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%
Total return, lowest to highest***	2.96% to 3.26	%	1.14% to 1.45	%	0.22% to 0.52	%

(g) Fund available in prior year but no activity.

	Sub-Account
	U.S. Government Securities Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	30		—
Units issued	13,928		31
Units redeemed	(6,132	)	(1	)
Units, end of year	7,826		30
Unit value, end of period $	12.64		12.24
Assets, end of period $	98,886		370
Investment income ratio*	8.95	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	3.25	%	4.39	%

(g) Fund available in prior year but no activity.

145

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	U.S. Government Securities Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	690,780		649,545		541,692		595,722		1,081,467
Units issued	356,594		578,659		404,113		625,354		950,497
Units redeemed	(476,101	)	(537,424	)	(296,260	)	(679,384	)	(1,436,242	)
Units, end of year	571,273		690,780		649,545		541,692		595,722
Unit value, end of period $	16.12 to 16.64		15.74 to 16.94		15.18 to 16.32		15.08 to 16.15		14.76 to 15.78
Assets, end of period $	9,452,949		11,102,160		9,984,112		8,245,778		8,887,862
Investment income ratio*	8.20	%	5.48	%	1.72	%	1.95	%	4.00	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	2.43% to 2.89	%	3.66% to 4.13	%	0.87% to 1.24	%	2.21% to 2.54	%	1.07% to 1.32	%

	Sub-Account
	U.S. High Yield Bond Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	400		—
Units issued	929		414
Units redeemed	(196	)	(14	)
Units, end of year	1,133		400
Unit value, end of period $	11.76		11.42
Assets, end of period $	13,322		4,564
Investment income ratio*	12.03	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	3.00	%	9.60	%

(g) Fund available in prior year but no activity.

146

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	U.S. High Yield Bond Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	197		—
Units issued	39,504		201
Units redeemed	(21,322	)	(4	)
Units, end of year	18,379		197
Unit value, end of period $	14.42 to 14.54		14.11
Assets, end of period $	265,248		2,781
Investment income ratio*	10.24	%	0.00	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.65	%
Total return, lowest to highest***	2.19% to 2.52	%	8.89	%
(g)    Fund available in prior year but no activity.
	Sub-Account
	U.S. Large Cap Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	—		—
Units issued	19,992		8,184
Units redeemed	(10,437	)	(8,184	)
Units, end of year	9,555		—
Unit value, end of period $	12.37		12.41
Assets, end of period $	118,228		—
Investment income ratio*	1.35	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	(0.26	%)	10.68	%

(g) Fund available in prior year but no activity.

147

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	U.S. Large Cap Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	1,435,047		1,555,399		1,640,031		284,605		268,376
Units issued	313,621		270,247		430,513		1,930,714		230,093
Units redeemed	(440,194	)	(390,599	)	(515,145	)	(575,288	)	(213,864	)
Units, end of year	1,308,474		1,435,047		1,555,399		1,640,031		284,605
Unit value, end of period $	15.86 to 16.36		16.02 to 16.46		14.58 to 14.84		13.91 to 14.07		12.79 to 12.89
Assets, end of period $	20,972,000		23,164,531		22,779,517		22,836,763		3,646,301
Investment income ratio*	1.09	%	0.57	%	0.43	%	0.09	%	0.39	%
Expense ratio, lowest to highest**	0.25% to 0.70	%	0.25% to 0.70	%	0.35% to 0.70	%	0.35% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	(1.04%) to (0.60	%)	9.88% to 10.38	%	5.08% to 5.45	%	8.68% to 9.01	%	36.17% to 36.52	%

	Sub-Account
	Utilities Trust Series 0
	Year Ended Dec. 31/07		Year Ended Dec. 31/06 (g)
Units, beginning of year	149		—
Units issued	23,920		155
Units redeemed	(6,142	)	(6	)
Units, end of year	17,927		149
Unit value, end of period $	19.33		15.17
Assets, end of period $	346,525		2,261
Investment income ratio*	2.39	%	0.00	%
Expense ratio, lowest to highest**	0.00	%	0.00	%
Total return, lowest to highest***	27.43	%	31.06	%

(g) Fund available in prior year but no activity.

148

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Utilities Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	131,267		154,810		40,217		12,829		4,043
Units issued	139,373		77,515		154,202		57,841		34,544
Units redeemed	(45,396	)	(101,058	)	(39,609	)	(30,453	)	(25,758	)
Units, end of year	225,244		131,267		154,810		40,217		12,829
Unit value, end of period $	23.22 to 23.70		18.35 to 18.66		14.10 to 14.30		12.15 to 12.26		9.45 to 9.50
Assets, end of period $	5,302,683		2,433,871		2,200,446		489,462		121,451
Investment income ratio*	2.12	%	2.31	%	0.39	%	0.54	%	0.56	%
Expense ratio, lowest to highest**	0.35% to 0.65	%	0.35% to 0.65	%	0.35% to 0.65	%	0.40% to 0.65	%	0.45% to 0.65	%
Total return, lowest to highest***	26.57% to 26.95	%	30.15% to 30.55	%	16.07% to 16.41	%	28.57% to 28.91	%	33.64% to 33.93	%

	Sub-Account
	Value Trust Series 0
	Year Ended Dec. 31/07 (g)
Units, beginning of year	—
Units issued	43,166
Units redeemed	(8,956	)
Units, end of year	34,210
Unit value, end of period $	15.05
Assets, end of period $	514,782
Investment income ratio*	2.92	%
Expense ratio, lowest to highest**	0.00	%
Total return, lowest to highest***	8.26	%

(g) Fund available in prior year but no activity.

149

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

8. Financial Highlights

	Sub-Account
	Value Trust Series 1
	Year Ended Dec. 31/07		Year Ended Dec. 31/06		Year Ended Dec. 31/05		Year Ended Dec. 31/04		Year Ended Dec. 31/03
Units, beginning of year	297,227		422,144		1,080,759		720,769		715,767
Units issued	322,269		199,825		208,115		1,280,008		639,080
Units redeemed	(223,711	)	(324,742	)	(866,730	)	(920,018	)	(634,078	)
Units, end of year	395,785		297,227		422,144		1,080,759		720,769
Unit value, end of period $	30.09 to 30.95		25.21 to 28.68		20.94 to 23.77		18.71 to 21.18		16.33 to 18.39
Assets, end of period $	12,100,633		8,411,802		9,906,015		22,720,877		12,699,749
Investment income ratio*	1.37	%	0.42	%	0.55	%	0.53	%	1.23	%
Expense ratio, lowest to highest**	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.70	%	0.30% to 0.65	%	0.40% to 0.65	%
Total return, lowest to highest***	7.46% to 7.89	%	20.20% to 20.68	%	11.78% to 12.22	%	14.43% to 14.83	%	37.86% to 38.20	%

150

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements (continued)

The Account is a funding vehicle for a number of variable universal life insurance products which have unique combinations of features and fees that are charged against the contract owner’s account balance. Differences in the fee structures result in a variety of unit values, expense ratios and total returns.

The preceding table was developed by determining which products offered by the Company have the lowest and highest total return. Only product designs within each sub-account that had units outstanding during the period were considered when determining the lowest and highest total return. The summary may not reflect the minimum and maximum mortality and expense risk charge offered by the Company as contract owners may not have selected all available and applicable contract options as discussed in Notes 3 and 4.

(*) These ratios, which are not annualized, represent the dividends, excluding distributions of capital gains, received by the sub-account from the underlying Trust portfolio, net of management fees assessed by the Trust portfolio adviser, divided by the average net assets of the sub-account. These ratios exclude those expenses, such as mortality and expense risk charges, that result in direct reductions in unit values. The recognition of investment income by the sub-account is affected by the timing of the declarations of dividends by the underlying Trust portfolio in which the sub-accounts invest. It is the practice of the Trusts, for income tax reasons, to declare dividends in April for investment income received in the previous calendar year for all sub-accounts of the Trusts except for the Money Market Trust which declares and reinvests dividends on a daily basis. Any dividend distribution received from a sub-account of the Trusts is reinvested immediately, at the net asset value, in shares of that sub-account and retained as assets of the corresponding sub-account so that the unit value of the sub-account is not affected by the declaration and reinvestment of dividends.

(**) These ratios represent the annualized contract expenses of the separate account, consisting primarily of mortality and expense risk charges, for the period indicated. The ratios include only those expenses that result in a direct reduction in unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying Trust portfolio are excluded.

(***) These ratios, which are not annualized, represent the total return for the period indicated, including changes in the value of the underlying Trust portfolio, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented.

151

PART C Other Information

Item 26. Exhibits

The following exhibits are filed as part of this Registration Statement:

(a) Resolutions of Board of Directors of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) establishing Separate Account N. Incorporated by reference to exhibit A (1) pre-effective amendment no. 1 file number 333-71312, filed with the Commission on January 2, 2002.

(b) Not applicable.

(c) (1) Distribution Agreement between John Hancock Life Insurance Company (U.S.A.) and ManEquity, Inc. dated January 1, 2001. Incorporated by reference to post-effective amendment number 9 file number 333-85284, filed with the Commission in April, 2007.

(2) Specimen General Agent and Broker-Dealer Selling Agreement by and among John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company, John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Distributors and the third party broker-dealer firms (included as attachment A). Incorporated by reference to the pre-effective number 2 file number 333-148991 filed with the Commission on October 7, 2008.

(d) (1) Specimen Flexible Premium Variable Life Insurance policy filed herewith.

(2) Specimen Accelerated Benefit Rider filed herewith.

(3) Specimen Change of Life Insured Rider filed herewith.

(4) Specimen Overloan Protection Rider filed herewith.

(5) Specimen Return of Premium Death Benefit Rider filed herewith.

(e) Specimen policy application filed herewith.

(f) (1) Restated Articles of Redomestication of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated December 30, 1992. Incorporated by reference to post-effective amendment number 9 file number 333-85284, filed with the Commission in April, 2007.

(a) Amendment to the Articles of Redomestication of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated July 16, 2004. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668, filed with the Commission on October 12, 2005.

(b) Amendment to the Articles of Redomestication dated January 1, 2005. Incorporated by reference to post-effective amendment number 9 file number 333-85284, filed with the Commission in April, 2007.

(2) By-laws of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated December 2, 1992. Incorporated by reference to pre-effective amendment no. 1 file number 333- 126668, filed with the Commission on October 12, 2005.

(a) Amendment to the By-laws of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated June 7, 2000. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668, filed with the Commission on October 12, 2005.

(b) Amendment to the By-laws of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated March 12, 1999. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668, filed with the Commission on October 12, 2005.

(c) Amendment to the By-laws of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated July 16, 2004. Incorporated by reference to post-effective amendment number 9 file number 333-85284, filed with the Commission in April, 2007.

(g) (1) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Optimum Re Insurance Company filed herewith. [Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on November 21, 2008.]

        (g) (2) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Transamerica Financial Life Insurance Company filed herewith. [Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on November 21, 2008.]

(g) (3) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Munich American Reassurance Company filed herewith. [Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on November 21, 2008.]

(g) (4) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Generali USA Life Reassurance Company filed herewith. [Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on November 21, 2008.]

(g) (5) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Hannover Life Reassurance Company of America filed herewith. [Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on November 21, 2008.]

(g) (6) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Swiss Re Life & Health America Inc. filed herewith. [Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on November 21, 2008.]

(h)(1) Participation Agreement among The Manufacturers Insurance Company (U.S.A.), The Manufacturers Insurance Company of New York, PIMCO Variable Insurance Trust and PIMCO Advisors Distributors LLC dated April 30, 2004. Incorporated by reference to pre-effective amendment no. 1 file number 333-152406, filed with the Commission on November 10, 2008.

(2) Participation Agreement among John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company and John

Hancock Trust dated April 20, 2005. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668, filed with the Commission on October 12, 2005.

(3) Shareholder Information Agreement between John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance, and John Hancock Trust portfolios (except American Funds Insurance Series) dated April 16, 2007. Incorporated by reference to post-effective amendment number 9 file number 333-85284, filed with the Commission in April, 2007.

(4) Shareholder Information Agreement between John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance, and John Hancock Trust on behalf of series of the Trust that are feeder funds of the American Funds Insurance Series dated April 16, 2007. Incorporated by reference to post-effective amendment number 9 file number 333-85284, filed with the Commission in April, 2007.

(i) (1) Service Agreement between John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) and John Hancock Life Insurance Company dated April 28, 2004. Incorporated by reference to post-effective amendment number 9 file number 333-85284, filed with the Commission in April, 2007.

(j) Not applicable.

(k) Opinion and consent of counsel regarding the legality of the securities being registered is filed herewith.

(l) Not Applicable.

(m) Not Applicable.

(n) Consents of Independent Registered Public Accounting Firm are filed herewith.

(p) Not Applicable.

(q) Memorandum Regarding Issuance, Face Amount Increase, Redemption and Transfer Procedures for the Policies. Incorporated by reference to Exhibit A(6) to pre-effective amendment no. 1 file number 333-100597 filed with the Commission on December 16, 2002.

Powers of Attorney

(i) Powers of Attorney for James R. Boyle, Marc Costantini, John D. DesPrez III, Steven A. Finch, Katherine MacMillan, Stephen R. McArthur, Hugh McHaffie, Rex Schlaybaugh, Jr., Dianna Scott, and Warren A. Thomson are filed herewith.

Item 27. Directors and Officers of the Depositor

OFFICERS AND DIRECTORS OF JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

Name and Principal Business Address	Position with Depositor
Directors
James R. Boyle**	Director
Marc Costantini*	Director
John D. DesPrez III*	Director
Steven A. Finch**	Director
Katherine MacMillan*****	Director
Stephen R. McArthur****	Director
Hugh McHaffie*	Director
Rex Schlaybaugh, Jr.*******	Director
Diana Scott*	Director
Warren A. Thomson**	Director
Officers
John D. DesPrez III*	Chairman and President
Hugh McHaffie*	Executive Vice President, Wealth Management
James R. Boyle**	Executive Vice President, Life Insurance
Stephen R. McArthur****	Executive Vice President and General Manager, Reinsurance
Steven A. Finch**	Executive Vice President and General Manager, JH Insurance
Katherine MacMillan*****	Executive Vice President and General Manager, JH RPS
Marc Costantini*	Executive Vice President and General Manager, JH Annuities
Jonathan C. Chiel*	Executive Vice President and General Counsel
Warren A. Thomson**	Executive Vice President US Investments
Scott Hartz**	Executive Vice President and Chief Investment Officer, US Investments

Name and Principal Business Address	Position with Depositor
Lynne Patterson*	Senior Vice President and Chief Financial Officer
Diana Scott*	Senior Vice President, Human Resources
Peter Levitt	Senior Vice President and Treasurer
Jeffery J. Whitehead	Vice President and Controller
Emanuel Alves*	Vice President, Counsel and Corporate Secretary
Mitchell A. Karman**	Vice President, Chief Compliance Officer and Counsel
John Brabazon**	Vice President & CFO, US Investments
Peter Mitsopoulos******	Vice President, Treasury
Krishna Ramdial*****	Vice President, Treasury
Philip Clarkson**	Vice President, Taxation
Brian Collins****	Vice President, Taxation
John H. Durfey****	Assistant Secretary
Kwong Yiu****	Assistant Secretary
Grace O’Connell*	Assistant Secretary
Deanna Garland**	Assistant Secretary

* Principal Business Office is 601 Congress Street, Boston, MA 02210

** Principal Business Office is 197 Clarendon Street, Boston, MA 02117

*** Principal Business Office is 200 Clarendon Street, Boston, MA 02117

**** Principal Business Office is 200 Bloor Street, Toronto, Canada M4W1E5

***** Principal Business Office is 250 Bloor Street, Toronto, Canada M4W1E5

****** Principal Business Office is 380 Stuart Street, Boston, MA 02117

******* Principal Business Office is 400 Renaissance Center, Detroit, MI 48243

Item 28. Persons Controlled by or Under Common Control with the Depositor or the Registrant

Registrant is a separate account of John Hancock USA, operated as a unit investment trust. Registrant supports benefits payable under John Hancock USA’s variable life insurance policies by investing assets allocated to various investment options in shares of John Hancock Trust and other mutual funds registered under the Investment Company Act of 1940 as open-end management investment companies of the “series” type.

A list of persons directly or indirectly controlled by or under common contract with John Hancock USA as of December 31, 2007 appears below:

Subsidiary Name

Manulife Reinsurance Limited (Bermuda)

Cavalier Cable, Inc.

John Hancock Investment Management Services, LLC

Manulife Reinsurance (Bermuda) Limited

Manulife Service Corporation

John Hancock Life Insurance Company of NewYork

Ennal, Inc.

John Hancock Distributors LLC

Item 29. Indemnification

The Form of Selling Agreement or Service Agreement between John Hancock Distributors LLC (“JH Distributors”) and various broker-dealers may provide that the selling broker-dealer indemnify and hold harmless JH Distributors and the Company, including their affiliates, officers, directors, employees and agents against losses, claims, liabilities or expenses (including reasonable attorney’s fees), arising out of or based upon a breach of the Selling or Service Agreement, or any applicable law or regulation or any applicable rule of any self-regulatory organization or similar provision consistent with industry practice.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the

payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the 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, the 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 Act and will be governed by the final adjudication of such issue.

Item 30. Principal Underwriter

(a) Set forth below is information concerning other investment companies for which JH Distributors, the principal underwriter of the contracts, acts as investment adviser or principal underwriter.

Name of Investment Company	Capacity in Which Acting
John Hancock Variable Life Separate Account S	Principal Underwriter
John Hancock Variable Life Separate Account U	Principal Underwriter
John Hancock Variable Life Separate Account V	Principal Underwriter
John Hancock Variable Life Separate Account UV	Principal Underwriter
John Hancock Variable Annuity Separate Account I	Principal Underwriter
John Hancock Variable Annuity Separate Account JF	Principal Underwriter
John Hancock Variable Annuity Separate Account U	Principal Underwriter
John Hancock Variable Annuity Separate Account V	Principal Underwriter
John Hancock Variable Annuity Separate Account H	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)
Separate Account A	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)
Separate Account N	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)
Separate Account H	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)
Separate Account I	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)
Separate Account J	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)
Separate Account K	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)
Separate Account M	Principal Underwriter
John Hancock Life Insurance Company of New York
Separate Account B	Principal Underwriter
John Hancock Life Insurance Company of New York
Separate Account A	Principal Underwriter

(b) John Hancock Life Insurance Company (U.S.A.) is the sole member of JH Distributors and the following comprise the Board of Managers and Officers of JH Distributors.

Name	Title
Edward Eng*****	Board Manager
Steven A. Finch**	Board Manager
Lynne Patterson*	Board Manager
Warren A. Thomson**	Board Manager
Christopher Walker****	Board Manager
Karen Walsh*	Board Manager
Emanuel Alves*	Secretary
Philip Clarkson***	Vice President, U.S. Taxation
Brian Collins****	Vice President, U.S. Taxation
David Crawford****	Assistant Secretary
Edward Eng*****	Vice President, Product Development Retirement Plan Services
Steven A. Finch**	President and CEO
Peter Levitt*****	Senior Vice President, Treasurer
Heather Justason****	Chief Operating Officer
Jeff Long*	Chief Financial Officer and Financial Operations Principal

Name	Title
Kathleen Pettit**	Vice President and Chief Compliance Officer
Krishna Ramdial*****	Vice President, Treasury
Pamela Schmidt**	General Counsel
Karen Walsh*	Vice President, Annuity Distribution

* Principal Business Office is 601 Congress Street, Boston, MA 02210

** Principal Business Office is 197 Clarendon Street, Boston, MA 02117

**** Principal Business Office is 200 Bloor Street, Toronto, Canada M4W1E5

***** Principal Business Office is 250 Bloor Street, Toronto, Canada M4W1E5

(c) John Hancock Distributors LLC

The information contained in the section titled “Principal Underwriter and Distributor” in the Statement of Additional Information, contained in this Registration Statement, is hereby incorporated by reference in response to Item 31.(c)(2-5).

Item 31. Location of Accounts and Records

The following entities prepare, maintain, and preserve the records required by Section 31(a) of the Act for the Registrant through written agreements between the parties to the effect that such services will be provided to the Registrant for such periods prescribed by the Rules and Regulations of the Commission under the Act and such records will be surrendered promptly on request: John Hancock Distributors LLC, John Hancock Place, Boston, Massachusetts 02117, serves as Registrant’s distributor and principal underwriter, and, in such capacities, keeps records regarding shareholders account records, cancelled stock certificates. John Hancock Life Insurance Company (U.S.A.) (at the same address), in its capacity as Registrant’s depositor keeps all other records required by Section 31 (a) of the Act.

Item 32. Management Services

All management services contracts are discussed in Part A or Part B.

Item 33. Fee Representation

Representation of Insurer Pursuant to Section 26 of the Investment Company Act of 1940

The John Hancock Life Insurance Company (U.S.A.) hereby represents that the fees and charges deducted under the contracts issued pursuant to this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this pre-effective amendment to the Registration Statement to be signed on their behalf in the City of Boston, Massachusetts, as of the 21^st day of November, 2008.

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

SEPARATE ACCOUNT N

(Registrant)

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

By: /s/ James R. Boyle

James R. Boyle

Principal Executive Officer

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

(Depositor)

By: /s/ James R. Boyle

James R. Boyle

Principal Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this pre-effective amendment to the Registration Statement has been signed by the following persons in the capacities indicated as of the 21^st day of November, 2008.

/s/ Lynne Patterson	Senior Vice President and Chief Financial Officer
Lynne Patterson
/s/ Jeffery Whitehead	Vice President and Controller
Jeffery Whitehead
*	Director
James R. Boyle
*	Director
Marc Costantini
*	Director
John D. DesPrez III
*	Director
Steven A. Finch
*	Director
Katherine MacMillan
*	Director
Stephen R. McArthur
*	Director
Hugh McHaffie
*	Director
Rex Schlaybaugh Jr.
*	Director
Diana Scott
*	Director
Warren Thomson
/s/ James C. Hoodlet
James C. Hoodlet
Pursuant to Power of Attorney

EX-99.(D)(1)

John Hancock Life Insurance Company (U.S.A.) A Stock Company

LIFE INSURED	[John J. Doe]
POLICY NUMBER	[12 345 678]
PLAN NAME	[Corporate VUL]

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

ADJUSTABLE DEATH BENEFIT

BENEFIT PAYABLE ON LIFE INSURED’S DEATH

FLEXIBLE PREMIUMS PAYABLE TO AGE 121 DURING THE LIFE INSURED’S LIFETIME

NON-PARTICIPATING (NOT ELIGIBLE FOR DIVIDENDS)

Subject to the conditions and provisions of this policy, while the policy is in force, and upon the death of the Life Insured, John Hancock Life Insurance Company (U.S.A.) (“the Company”) agrees to pay the Insurance Benefit to the beneficiary in a lump sum, and to provide the other benefits, rights, and privileges, if any, of the policy.

The Insurance Benefit is described in Section 6. If the Company makes other plans of payment available other than a lump sum, then a Beneficiary may request written election of any such other plans in lieu of a lump sum.

Your premiums are added to your Policy Value. You may allocate them to one or more of the Investment Accounts and to the Fixed Account, subject to Section 16, and any other applicable provisions of the policy.

The portion of your Policy Value that is in an Investment Account will vary from day to day. The amount is not guaranteed; it may increase or decrease, depending on the investment experience of the underlying Subaccounts for the Investment Accounts that you have chosen.

The portion of your Policy Value that is in the Fixed Account will accumulate, after deductions, at rates of interest we determine. Such rates will not be less than the Fixed Account Annual Rate shown in Section 1.

The amount of the Insurance Benefit, or the duration of the insurance coverage, or both, may be variable or fixed under specified conditions and may increase or decrease as described in Section 6.

READ YOUR POLICY CAREFULLY. It is a contract between you and us.

RIGHT TO RETURN POLICY. If for any reason you are not satisfied with your policy, you may return it for cancellation by delivering or mailing it to us or to the agent who sold it. If this policy does not replace another policy, you may return it within TEN days after receiving it, or if it replaces another policy, you may return it within TWENTY days after receiving it. We will refund in full the payment made. The policy will be void from the beginning.

Signed for the Company by:

President Secretary

Policy Provisions

	Section
1.	Policy Specifications
2.	Table of Rates
3.	Definitions
4.	Qualification as Life Insurance
5.	Total Face Amount
6.	Insurance Benefit
7.	Interest On Proceeds
8.	Premiums
9.	Grace Period
10.	Policy Termination
11.	Reinstatement
12.	Coverage at and after Age 121
13.	Policy Value
14.	Loan Account, Fixed Account, Investment Accounts
15.	Separate Account and Subaccounts
16.	Allocations and Transfers
17.	Loans
18.	Surrenders and Withdrawals
19.	Owner and Beneficiary
20.	Assignment
21.	Misstatements
22.	Suicide
23.	Incontestability
24.	The Contract
25.	Right to Postpone Payment of Benefits
26.	Claims Of Creditors
27.	Reports To Owner
28.	How Values Are Computed

2

1. POLICY SPECIFICATIONS

Life Insured	[JOHN DOE]	Plan Name	[Corporate VUL]
Age at Policy Date	[35]	Policy Number	[12 345 678]
[Sex]	[MALE]	Issue Date	[September 1, 2008]
Risk Classification	[Standard] [Non Smoker]	Policy Date	[September 1, 2008]
Additional Ratings	[not applicable]
Owner, Beneficiary	As designated in the application or subsequently changed
Death Benefit Option at Issue	[Option 1]
Life Insurance Qualification Test Elected	[Cash Value Accumulation Test]
		Base Face Amount at Issue	$[500,000]
		Supplemental Face Amount at Issue	$[600,000]
		Total Face Amount at Issue	$[1,100,000]
Governing Law	[Alaska]
PREMIUMS AT ISSUE
Premium Mode	[Annual]
Planned Premium	$ [16,947.00 per year]
Minimum Initial Premium	$ [1,412.25]

Notice: This policy provides life insurance coverage for the lifetime of the Life Insured if sufficient premiums are paid. Premium payments in addition to the Planned Premium shown may need to be made to keep this policy and coverage in force. Keeping the policy and coverage in force will be affected by factors such as: changes in the current Cost of Insurance rates; changes in the Administrative Charge, Base Face Amount Charge, Asset-Based Risk Charge, or Deferred Premium Charge; the amount, timing and frequency of premium payments; the interest rate being credited to the Fixed Account; the investment experience of the Investment Accounts; changes to the Death Benefit Option; changes in the Total Face Amount; loan activity; withdrawals; and deductions for any applicable Supplementary Benefit riders that are attached to, and made a part of, this policy. Also refer to the Grace Period and Policy Termination provisions in Sections 9 and 10.

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1. POLICY SPECIFICATIONS (continued) – Policy [12 345 678]

SCHEDULE OF SUPPLEMENTAL FACE AMOUNTS
Supplemental Face Amount At Issue		$[ 600,000]
Maximum Increasing Supplemental Face Amount		$[1,050,000]
Maximum Total Supplemental Face Amount		$[1,650,000]
Effective at Beginning of Policy Year	Supplemental Face Amount Increases	Total Supplemental Face Amount
1	$0	$  600,000
2	$  50,000	$  650,000
3	$  50,000	$  700,000
4	$  75,000	$  775,000
5	$  75,000	$  850,000
6	$100,000	$  950,000
7	$100,000	$1,050,000
8	$100,000	$1,150,000
9	$150,000	$1,300,000
10	$150,000	$1,450,000
11	$200,000	$1,650,000
12 to 86	$0	$1,650,000

3 (continued)

1. POLICY SPECIFICATIONS (continued) – Policy [12 345 678]

OTHER BENEFITS AND SPECIFICATIONS

[Not Applicable]

3 (continued)

1. POLICY SPECIFICATIONS (continued) – Policy [12 345 678]

MAXIMUM EXPENSE CHARGES

Monthly Deductions: the following charges are deducted monthly from the Policy Value

Deferred Premium Charge	Charge calculated at the end of the first and every other Policy Year in which premiums are paid, equal to 15% of the sum of premiums paid in each such Policy Year. Rather than deducting the full charge amount at that time, the charge will be deferred by spreading deductions for it over 10 Policy Years in 120 equal monthly amounts beginning on the next Annual Processing Date. The total monthly deduction for this charge at any time will be the sum of all monthly amounts then being deducted for all applicable charge amounts.
Administrative Charge	$15.00
Base Face Amount Charge	$[0.1695] per $1000 of Base Face Amount for the first 20 Policy Years.
Cost of Insurance Charge	Determined in accordance with Section 13. Maximum monthly rates per $1,000 are shown in Section 2.
Asset-Based Risk Charge	[0.09318]% of Investment Accounts deducted monthly.
Other Charges
Replacement Fee	Charge deducted from the Policy Value if this policy is surrendered during the first 10 Policy Years (the Charge Period) and such surrender is in connection with the purchase of a Replacement Policy. The charge deducted will be equal to the percentage shown below multiplied by the lesser of either the sum of premiums paid during the first Policy Year or the Replacement Fee Calculation Limit shown under the Table of Values of this Section 1.
	Charge Period (Policy Year)	Percentage	Charge Period (Policy Year)	Percentage
	1	[35.00]%	7	[35.00]%
	2	[35.00]%	8	[26.25]%
	3	[35.00]%	9	[17.50]%
	4	[35.00]%	10	[  8.75]%
	5	[35.00]%	11+	[  0.00]%
	6	[35.00]%
	*Percentages shown are at the beginning of each Policy Year. A proportionate grading percentage applies for other Policy Months.
Supplementary Benefit rider charges	Charges for applicable riders are shown under Supplementary Benefits of this Section 1.

3A

1. POLICY SPECIFICATIONS (continued) – Policy [12 345 678]

TABLE OF VALUES

Refer to your policy provisions for details on the terms and values shown in this table.

Minimum Total Face Amount	$  100,000
Minimum Base Face Amount	$    50,000
Minimum Total Face Amount Decrease	$    50,000
Allocation Date	[10TH day after the Issue Date]
Fixed Account Annual Rate	Not less than 3%
Loan Interest Credited Annual Rate	3%
Maximum Loan Interest Charged Annual Rate
Policy Years 1-10	3.75%
Policy Years 11+	3.25%
Minimum Loan Amount	$    500
Minimum Withdrawal Amount	$    500
Death Benefit Discount Factor	1.0024663
Maximum Transfer Fee	$25
(See Section 16 for Transfer Restrictions)
Fixed Account Maximum Transfer Percentage	25%
Fixed Account Maximum Transfer Amount	$2,000
Investment Account Maximum Transfer Amount	$    1,000,000
Replacement Fee Calculation Limit	$[27,115.35]

3B

2. TABLE OF RATES – Policy [12 345 678]

A. RATE TABLE

Age	Maximum Monthly Rates per $1,000 of Net Amount at Risk	Minimum Death Benefit Factors	Age	Maximum Monthly Rates per $1,000 of Net Amount at Risk	Minimum Death Benefit Factors
35	0.1008	4.7450	79	5.4132	1.3397
36	0.1067	4.5828	80	6.0417	1.3160
37	0.1117	4.4264	81	6.7617	1.2937
38	0.1200	4.2753	82	7.5145	1.2729
39	0.1284	4.1299	83	8.3304	1.2535
40	0.1376	3.9898	84	9.2413	1.2351
41	0.1492	3.8549	85	10.2754	1.2179
42	0.1634	3.7252	86	11.4349	1.2019
43	0.1793	3.6007	87	12.7150	1.1871
44	0.1993	3.4812	88	14.1052	1.1734
45	0.2211	3.3668	89	15.5935	1.1607
46	0.2419	3.2572	90	17.1705	1.1490
47	0.2645	3.1520	91	18.6733	1.1382
48	0.2779	3.0511	92	20.2654	1.1276
49	0.2938	2.9534	93	21.9737	1.1171
50	0.3138	2.8590	94	23.8121	1.1065
51	0.3389	2.7679	95	25.7927	1.0951
52	0.3732	2.6801	96	27.6414	1.0824
53	0.4117	2.5960	97	29.6537	1.0670
54	0.4594	2.5154	98	31.8509	1.0471
55	0.5156	2.4385	99	34.2595	1.0198
56	0.5751	2.3651	100	36.9086	1.0000
57	0.6389	2.2951	101	39.0636	1.0000
58	0.6917	2.2283	102	41.4176	1.0000
59	0.7522	2.1640	103	43.9954	1.0000
60	0.8254	2.1022	104	46.8241	1.0000
61	0.9162	2.0429	105	49.9370	1.0000
62	1.0266	1.9864	106	53.3732	1.0000
63	1.1497	1.9327	107	57.1846	1.0000
64	1.2789	1.8818	108	61.4290	1.0000
65	1.4151	1.8334	109	66.1820	1.0000
66	1.5523	1.7873	110	71.5388	1.0000
67	1.6897	1.7433	111	77.6268	1.0000
68	1.8393	1.7010	112	83.3333	1.0000
69	1.9916	1.6603	113	83.3333	1.0000
70	2.1732	1.6211	114	83.3333	1.0000
71	2.3766	1.5835	115	83.3333	1.0000
72	2.6482	1.5473	116	83.3333	1.0000
73	2.9318	1.5131	117	83.3333	1.0000
74	3.2301	1.4806	118	83.3333	1.0000
75	3.5614	1.4496	119	83.3333	1.0000
76	3.9235	1.4200	120	83.3333	1.0000
77	4.3457	1.3918	121	0	1.0000
78	4.8401	1.3650

For Age 121 and above, the Maximum Monthly Rate per $1,000 of Net Amount at Risk is 0 and the Minimum Death Benefit Factor is 1.0000.

Maximum Monthly Rates are the same for the Base Face Amount and the Supplemental Face Amount and have been adjusted for any applicable Additional Ratings that are applied to the Cost of Insurance Rates as shown in Section 1.

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3. DEFINITIONS

The term “Additional Rating” is an increase in the Cost of Insurance that is applied when a Life Insured does not meet, at a minimum, our underwriting requirements for the standard Risk Classification.

The term “Age” means, on any policy anniversary, the age of the person in question at his or her birthday nearest that date.

The term “Annual Processing Date” means every 12th Processing Date starting with the Processing Date next after the Policy Date.

The term “Business Day” means any day that we are open for business and the New York Stock Exchange is open for trading. The net asset value of the underlying shares of a Subaccount will be determined at the end of each Business Day. We will deem each Business Day to end at the close of regularly scheduled trading of the New York Stock Exchange (currently 4:00 p.m. Eastern Time) on that day.

The term “date” means a calendar day ending at midnight local time at our Service Office.

The term “Fixed Account” is that part of the Policy Value which reflects the value you have in our general account.

The term “Fund” means each division, with a specific investment objective, of a Series Fund.

The term “in force” means that the policy has not terminated in accordance with Section 10, or surrendered in accordance with Section 18.

The term “Investment Account” means that part of the Policy Value which reflects the value you have in one of our Subaccounts.

The term “Issue Date” is the date shown in the Policy Specifications of this policy from which the Suicide and Incontestability provisions are applied. Issue Date is also used to determine the Allocation Date shown in Section 1.

The term “Loan Account” is that part of the Policy Value which reflects amounts transferred from the Fixed Account or the Investment Accounts as collateral for a policy loan.

The term “Minimum Initial Premium” means the minimum premium needed to put the policy in force and is shown in Section 1.

The term “Net Cash Surrender Value” equals the Policy Value less the Policy Debt.

The term “Net Policy Value” equals the Policy Value less the value in the Loan Account.

The term “Planned Premium” means the premium that is selected in the application for the policy, which is intended to be paid on a regular modal basis. It is shown in Section 1.

The term “Policy Date” is the date from which charges for the first Monthly Deduction are calculated. The Policy Date is shown in Section 1. Policy Years, Policy Months, and Policy Anniversaries are determined from the Policy Date.

The term “Policy Debt” as of any date equals (a) plus (b) plus (c), minus (d), where:

(a) is the total amount of loans borrowed as of such date;

(b) is the total amount of any unpaid loan interest charges borrowed against the policy on a Policy Anniversary;

(c) is any interest charges accrued from the last Policy Anniversary to the current date; and

(d) is the total amount of loan repayments as of such date.

The term “Policy Value” is the sum of the values in the Loan Account, the Investment Accounts, and the Fixed Account.

The term “Policy Year” means (a) or (b) below whichever is applicable.

(a) The first Policy Year is the period beginning on the Policy Date and ending on the Business Day immediately preceding the first Annual Processing Date.

(b) Each subsequent Policy Year is the period beginning on an Annual Processing Date and ending on the Business Day immediately preceding the next Annual Processing Date.

5

3. DEFINITIONS(continued)

The term “Processing Date” means the first day of a Policy Month. A Policy Month shall begin on the day in each calendar month that corresponds to the day of the calendar month on which the Policy Date occurred. If the Policy Date is the 29th, 30th, or 31st day of a calendar month, then for any calendar month that has fewer days, the first day of the Policy Month will be the last day of such calendar month. The Policy Date is not a Processing Date.

The term “Replacement Policy” means a new policy purchased in connection with the surrender and replacement of this policy, including, but not limited to, a replacement intended to qualify as a tax free exchange under Section 1035 of the Internal Revenue Code.

The term “Separate Account” means Separate Account N of John Hancock Life Insurance Company (U.S.A.).

The term “Series Fund” means a series type mutual fund registered under the Investment Company Act of 1940 as an open-end diversified management investment company.

The term “Service Office” is the office that we designate to service this policy as shown on the back cover of your policy.

The term “Subaccount” refers to one of the subaccounts of the Separate Account.

The term “Surrender Date” means the end of the Business Day on which we receive at our Service Office your written request for full surrender of the policy.

The terms “we”, “us”, and “our” refer only to the Company.

The term “written request” is your request to us which must be in a form satisfactory to us, signed and dated by you, and filed at our Service Office or, if permitted by our administrative practices, an electronic mail message (“e-mail”) received by us at the internet address specified by us for receipt of such messages.

The terms “you” and “your” refer only to the Owner of this policy.

4. QUALIFICATION AS LIFE INSURANCE

It is intended that this policy comply with Section 7702 of the Internal Revenue Code, or any other equivalent section of the Code, so that, notwithstanding any other provisions of the policy to the contrary, it will be considered as life insurance for federal income tax purposes. We reserve the right to make any reasonable adjustments to the terms or conditions of this policy if it becomes necessary to allow it to qualify as life insurance. This provision should not be construed to guarantee that this policy will receive tax treatment as life insurance or that the tax treatment of life insurance will never be changed by the future actions of any tax authority. One of the following tax qualification tests will apply to the policy. The test you elected is shown in Section 1. Your election cannot be changed after issue.

Guideline Premium Test

Under this test, if at any time the premiums received under the policy exceed the amount allowable for such tax qualification, such excess amount shall be removed from the policy as of the date of its payment, together with interest thereon from such date, and any appropriate adjustment in the Death Benefit shall be made as of such date. This excess amount shall be refunded to you no later than 60 days after the end of the applicable Policy Year. If this excess amount is not refunded by then, the Total Face Amount under the policy shall be increased retroactively so that at no time is the Death Benefit ever less than the amount necessary to ensure or maintain such tax qualification. In no event, however, will we refuse to accept any premium necessary to prevent the policy from terminating but only if such premium payment would result in a zero Policy Value at the end of the Policy Year. In addition, the Minimum Death Benefit, as described in Section 6, must be maintained.

Cash Value Accumulation Test

Under this test, the Minimum Death Benefit, as described in Section 6, must be maintained.

Effect on Life Insurance Qualification Tests

A change in Death Benefit Option or Total Face Amount, or certain other policy changes, will often change the policy’s limits under the Life Insurance Qualification Test that you elected.

We reserve the right to refuse or limit any request for a change if the change would cause the policy to fail to qualify as life insurance for tax purposes.

6

5. TOTAL FACE AMOUNT

The Total Face Amount is made up of two components: (i) the Base Face Amount, and (ii) any Supplemental Face Amount. Minimum Base Face Amount and the Minimum Total Face Amount limits are shown in Section 1. Scheduled increases in any Supplemental Face Amount are elected on the application and if approved, these amounts, when they are to become effective and the Maximum Increasing Supplemental Face Amount will be shown in Section 1. If you later request to cancel a scheduled increase, or request a decrease in your Supplemental Face Amount, that request will be honored but all scheduled increases for subsequent Policy Years will cease. You may not increase your Base Face Amount of insurance under this policy.

Unscheduled Increases in Supplemental Face Amount

After the first Policy Year, while the Life Insured is alive and the policy is in force, unscheduled increases to the Supplemental Face Amount may be requested in writing. We reserve the right to limit the maximum and minimum amount of such increases. The increases are subject to our approval in accordance with our normal underwriting practices, including evidence of insurability. Any increase will be effective on the next Annual Processing Date following our approval, at which time we may require a minimum premium payment for the increase. When a requested increase becomes effective, and if required by our then current rules, a change in future Planned Premiums will automatically be effected to comply with those rules. Such increases will not be approved if the Life Insured does not continue to qualify for their same Risk Classification that applied when this policy was issued.

Reduction of Total Face Amount

You may request a reduction in Total Face Amount any time after the first Policy Year while this policy is in force. The Minimum Total Face Amount Decrease is shown in Section 1. Any reduction in the Total Face Amount generally will be implemented by first reducing any Supplemental Face Amount, although we reserve the right to allow a reduction in Base Face Amount first. Without our prior approval, the Base Face Amount cannot be reduced below the minimum as shown in Section 1. Any reduction in Supplemental Face Amount or Base Face Amount will be effective on the next Processing Date after our approval.

6. INSURANCE BENEFIT

If the Life Insured dies while the policy is in force, we will pay the Insurance Benefit upon receipt of due proof of death of the Life Insured, subject to any applicable provisions of the policy. If the Life Insured dies on or after the date we receive a request from you to surrender the policy, no Insurance Benefit will be paid. We will pay the amount payable under the Surrenders and Withdrawals provision instead.

Insurance Benefit

The Insurance Benefit payable is:

(a) the Death Benefit as described below; plus

(b) any amounts payable under any Supplementary Benefit riders as a result of the Life Insured’s death that form part of the contract; less

(c) any outstanding Policy Debt at the date of death.

If the Life Insured dies during a grace period, the Policy Value used in the calculation of the Death Benefit will be the Policy Value as of the date of death of the Life Insured and the Insurance Benefit will be reduced by any outstanding Monthly Deductions due.

Death Benefit

The Death Benefit will depend on whether Option 1 or Option 2 is in effect on the date of the Life Insured’s death.

Death Benefit Options

Under Option 1, the Death Benefit is equal to the Total Face Amount at the date of death of the Life Insured. Under Option 2, the Death Benefit is equal to the Total Face Amount at the date of death of the Life Insured plus the Policy Value at the date of death of the Life Insured.

7

6. INSURANCE BENEFIT (continued)

If any withdrawals are made, the Death Benefit, whether Option 1 or Option 2 is in effect, will be less than it would have been if no withdrawals were made. Withdrawals reduce the Death Benefit by reducing:

(a) the Total Face Amount if Option 1 is in effect, as specified in Section 18; or

(b) the Policy Value if Option 2 is in effect.

Change of Death Benefit Option

You may request in writing to change your Death Benefit Option from Option 2 to Option 1 at any time after the first Policy Year, while the policy is in force. The change will be effective on the next Processing Date, and the Total Face Amount after the change will be equal to the Total Face Amount immediately before the change plus the Policy Value as of the effective date of the change.

You may not change your Death Benefit Option from Option 1 to Option 2.

Minimum Death Benefit

The sum of the Death Benefit as described above and any amounts payable upon death of the Life Insured under any Supplementary Benefit riders will never be less than the Minimum Death Benefit. The Minimum Death Benefit is equal to the greater of the Policy Value or the Cash Surrender Value as defined in Section 7702 of the Internal Revenue Code, or any other equivalent section of the Code, on the date of death of the Life Insured multiplied by the Minimum Death Benefit Factor for the Age of the Life Insured. The Minimum Death Benefit Factors are shown in Section 2. However, at no time will the Minimum Death Benefit be less than the amount required to maintain qualification of this policy as a life insurance contract for federal income tax purposes. If you elect the Cash Value Accumulation Test as the life insurance qualification test, we reserve the right to modify the Minimum Death Benefit Factors shown in Section 2, retroactively if necessary, to ensure or maintain qualification of this policy as a life insurance contract for federal income tax purposes, notwithstanding any other provisions of this policy to the contrary.

To the extent that the Net Amount at Risk associated with the Minimum Death Benefit that results from this calculation exceeds our guidelines and limitations that may be in effect, we reserve the right to:

(a) distribute to you a portion of the Policy Value such that the Net Amount at Risk associated with the resulting Minimum Death Benefit does not exceed our guidelines and limitations in effect; or

(b) if we should decide to accept the additional death benefit, it will be subject to our normal underwriting practices including evidence of insurability.

7. INTEREST ON PROCEEDS

We will pay interest on the Insurance Benefit proceeds as stipulated by the state. If the state does not specify the interest rate, we will use the rate for insurance benefits left on deposit with us.

8. PREMIUMS

The Minimum Initial Premium is shown in Section 1. No insurance will take effect under this policy until our underwriters approve issuance of this policy and the conditions specified in the application form have been satisfied, including receipt of at least the Minimum Initial Premium at our Service Office.

Subsequent premiums can be paid at any time at our Service Office, and in any amount subject to the limits described below. On request, we will give you a receipt signed by one of our officers.

If coverage under the policy takes effect in accordance with the provisions of the application, we will process any premium payment as of the end of the Business Day the payment is received at our Service Office, subject to the limitations of the life insurance qualification test elected by you and to our maximum limits then in effect, unless one of the following exceptions applies.

(i) We will process a payment received prior to the Policy Date as if received on the Policy Date.

(ii) We will process the portion of any premium payment for which we require evidence of the Life Insured’s continued insurability on the first Business Day after we have received such evidence and found it satisfactory to us.

(iii) If our receipt of any premium payment (or portion thereof) would cause the policy not to qualify as a “life insurance contract” under the federal income tax laws, we will not process such payment or portion. However, in the case of certain other tax situations, we will process the payment (or portion thereof) on the first Business Day after we have received satisfactory written instructions from you.

8

8. PREMIUMS (continued)

You may pay premiums until the Life Insured reaches Age 121, at which time Monthly Deductions cease and no further premiums may then be paid as described in Section 12.

If any premium payment would result in the Minimum Death Benefit exceeding the Total Face Amount, we reserve the right to either refund the premium or to require additional underwriting, including evidence of insurability, for any increase in the Minimum Death Benefit.

Continuation of Insurance Upon Discontinuance of Premium Payments

If you discontinue paying premiums, we will continue taking the Monthly Deductions from the Policy Value. Your insurance coverage will continue subject to the Grace Period, and Policy Termination provisions in Sections 9 and 10.

9. GRACE PERIOD

Default

The policy and any Supplementary Benefit riders will go into default if, at the beginning of any Policy Month, the Net Cash Surrender Value is less than or equal to zero after we take the Monthly Deduction that is due for that month.

Grace Period Duration

We will allow 61 days from the date the policy goes into default, for you to pay the amount that is required to bring the policy out of default. At least 30 days prior to termination of coverage, we will send notice to your last known address, specifying the amount you must pay to bring the policy out of default. If we have notice of a policy assignment on file at our Service Office, we will also mail a copy of the notice of the amount due to the assignee on record.

Default Payment

The amount required to bring the policy out of default, referred to as the Default Payment, is equal to (a) plus (b) where:

(a) is the amount necessary to bring the Net Cash Surrender Value to zero if it is less than zero at the date of default; and

(b) is an amount equal to 3 times the Monthly Deduction due on the date of default.

When payment is received, any expense charges which are past due and unpaid will be immediately deducted from the Net Policy Value. If the Default Payment has not been paid by the end of the grace period, the policy will terminate. Upon termination of the policy, the remaining Net Cash Surrender Value, if any, will be paid to the Owner. If the Life Insured dies while the policy is in default, then we will deduct from the Insurance Benefit proceeds all Monthly Deductions due and unpaid as of the date of the Life Insured’s death. No Insurance Benefit under the policy or any Supplementary Benefit riders will be in effect after the policy terminates.

10. POLICY TERMINATION

This policy terminates on the earliest of the following events:

(a) the end of the grace period for which we have not received the amount necessary to bring the policy out of default;

(b) surrender of the policy for its Net Cash Surrender Value; or

(c) the death of the Life Insured.

11. REINSTATEMENT

If the policy terminates at the end of a grace period in which you did not make a required payment, the policy may be reinstated within 3 years from the date of default. The policy cannot be reinstated if it has been surrendered for its Net Cash Surrender Value.

The requirements for reinstatement are as follows:

(1) we must receive written request for reinstatement;

(2) reinstatement is subject to our normal underwriting practices including evidence of insurability for the Life Insured, and for any insureds covered under any Supplementary Benefit rider that you wish to reinstate;

(3) we must receive at our Service Office a premium equal to the amount that was required to bring the policy out of default immediately prior to termination, plus the amount needed to keep the policy in force for at least the next 3 Policy Months.

9

11. REINSTATEMENT (continued)

Requirements (2) and (3) must be satisfied within 60 days after the date we receive written request for reinstatement.

If we approve your request,

(a) the reinstatement date will be the date we receive the required payment at our Service Office;

(b) the Total Face Amount, the Base Face Amount, and any Supplemental Face Amount will be reinstated to the same amounts as they were on the date the policy terminated;

(c) the Policy Value on the date of reinstatement, prior to the crediting of any premium paid on the reinstatement, will be equal to the Policy Value on the date the policy terminated.

If a Schedule of Supplemental Face Amounts is shown is Section 1 which includes increases that would have otherwise become effective except for this policy having been terminated after being in default, such increases in Supplemental Face Amount will be effective on the next Annual Processing Date after the reinstatement date.

12. COVERAGE AT AND AFTER AGE 121

Provided the policy is in force after the Life Insured’s Age 121, we will continue the policy subject to the stipulations below.

Death Benefit

Any Supplemental Face Amount will be terminated, thereby reducing the Death Benefit by such amount. Apart from this change, the Death Benefit will be determined in the same respect as specified in Section 6.

Premiums and Monthly Deductions

We will not accept any further premium payments. We will cease to take Monthly Deductions for charges listed in Section 1.

Credited Interest

We will continue to credit interest monthly to the Fixed Account portion of the Policy Value.

Policy Debt and Default

New loans will not be allowed. Loan interest will continue to be charged if there is an outstanding loan. Loan repayments will be accepted. The policy will go into default at any time the Policy Debt exceeds the Policy Value, and Section 9, Grace Period, and Section 17, Loans, will apply.

Withdrawals

Withdrawals will not be allowed.

13. POLICY VALUE

The Policy Value on the Issue Date (before the first Monthly Deduction is taken at the end of that day) is equal to the initial premium or premiums paid on or before such date. For any premiums received prior to the Issue Date, we will credit interest at the rate of return then being earned on allocations to the current money market Investment Account. It’s from this initial Policy Value that deductions will start to be taken and to which subsequently paid premiums will be added.

The Policy Value, once the initial premium payment(s) are allocated, will at any time be equal to the sum of values in the Loan Account, the Investment Accounts, and the Fixed Account. Investment allocation of the initial premium payment(s) and any subsequent premium payments will be in accordance with the Allocations provision of Section 16.

While a loan exists, we will treat the amounts you pay as premiums unless you request in writing that they be treated as loan repayments. If you instruct us to do so, we will first deduct from such payments the amount of accrued interest on loans and then deduct the amount specified as a loan repayment before applying any balance remaining as a premium payment.

Monthly Deductions

A deduction is due and will be taken from your Policy Value as of the Policy Date and as of each applicable Processing Date. Monthly Deductions are calculated from the Policy Date. If, at your request, we set the Policy Date to a date which precedes the date on which we receive the initial premium, Monthly Deductions due for the period prior to receipt of the initial premium will be taken on the later of the date we receive the initial premium and the date our underwriters approve issuance of this policy.

Unless we agree otherwise, or you do not have sufficient funds in an account, we will take Monthly Deductions from the Investment Accounts and the Fixed Account in the same proportion that the Policy Value in each of these accounts bears to the Net Policy Value immediately prior to the deduction.

Monthly Deductions are due until the Policy Anniversary on which the Life Insured reaches Age 121 at which time we will cease to take any further Monthly Deductions as described in Section 12.

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13. POLICY VALUE (continued)

The Monthly Deduction for any Policy Month that will be deducted from your Policy Value consists of charges (a) through (f) listed below, where:

(a) is the Asset-Based Risk Charge;

(b) is the Base Face Amount Charge, if any;

(c) is the Administrative Charge;

(d) is the Deferred Premium Charge;

(e) is the sum of the charges for riders which are part of the policy, if any, provided such charges are deducted from the Policy Value; and

(f) is the Cost of Insurance Charge, as described below.

Cost of Insurance Charge

The rates for the Cost of Insurance Charge, as of the Policy Date and subsequently for each increase in Total Face Amount, are based on the Life Insured’s Sex, if applicable, Age, Risk Classification, and duration that the coverage has been in force.

The Cost of Insurance Charge for a specific Policy Month is the charge for the Net Amount at Risk, including any Additional Ratings and any Supplementary Benefit riders which are part of the policy. The charge for the Net Amount at Risk is an amount equal to the per dollar cost of insurance rate for that month multiplied by the Net Amount at Risk, and will be based on our expectations of future mortality, persistency, investment earnings, expense experience, capital and reserve requirements, and tax assumptions. The Maximum Monthly Rates at any age are shown in Section 2 as a rate per $1,000 of Net Amount at Risk. To get the maximum rate per dollar, the rate shown must be divided by 1,000. Each Cost of Insurance Charge is deducted in advance of the applicable insurance coverage for which we are at risk.

The Cost of Insurance calculation will reflect any adjustment for the Minimum Death Benefit.

We review our Cost of Insurance rates from time to time, and may re-determine Cost of Insurance rates at that time on a basis that does not discriminate unfairly within any class of lives insured.

Net Amount at Risk

The Net Amount at Risk is the amount determined by subtracting (a) from the greater of (b) or (c) where:

(a) is the Policy Value at the end of the immediately preceding Business Day less all charges due on the Policy Date or Processing Date;

(b) is the Total Face Amount plus the death benefit payable under any Supplementary Benefit riders where charges are deducted from the Policy Value and are based on the Net Amount at Risk, divided by the Death Benefit Discount Factor shown in Section 1 plus the Policy Value for policies electing Death Benefit Option 2; and

(c) is the amount defined in (a) multiplied by the applicable Minimum Death Benefit Factor for the Life Insured’s Age as shown in Section 1.

14. LOAN ACCOUNT, FIXED ACCOUNT, INVESTMENT ACCOUNTS

The Policy Value at any time is equal to the sum of the values you have in the Loan Account, the Fixed Account, and the Investment Accounts.

Loan Account Value

The amount you have in the Loan Account at any time equals:

(a) amounts transferred to it for loans or borrowed loan interest; plus

(b) interest credited to it; less

(c) amounts transferred from it for loan repayment.

For details regarding the Loan Account, see Section 17.

Fixed Account Value

The amount you have in the Fixed Account at any time equals:

(a) premiums allocated to it; plus

(b) amounts transferred to it; plus

(c) interest credited to it; less

(d) amounts deducted from it; less

(e) amounts transferred from it; less

(f) amounts withdrawn from it.

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14. LOAN ACCOUNT, FIXED ACCOUNT, INVESTMENT ACCOUNTS (continued)

We will determine the rate or rates of interest to be credited to the Fixed Account. Any additional interest will be credited no less frequently than annually. Additional interest is nonforfeitable after crediting. The rate or rates of interest will be determined prospectively and will be based on our expectations for the Fixed Account’s future investment earnings, persistency, mortality, expense and reinsurance costs and future tax, reserve, and capital requirements, but in no event will the minimum credited interest be less than the Fixed Account Annual Rate shown in Section 1. The rate or rates of interest will be determined on a uniform basis for life insureds with the same timing and amount of premium, same amount of Policy Debt, and whose policies have been in force for the same length of time. For all transactions, interest is calculated from the date of the transaction.

Investment Account Value

The amount you have in an Investment Account at any time equals the number of units in that Investment Account multiplied by the unit value of the corresponding Subaccount at that time.

The number of units in an Investment Account at any time equals (a) minus (b), where:

(a) is the number of units credited to the Investment Account because of:

(1) premiums allocated to it; and

(2) amounts transferred to it; and

(b) is the number of units canceled from the Investment Account because of:

(1) amounts deducted from it;

(2) amounts transferred from it; and

(3) amounts withdrawn from it.

The number of units credited or canceled for a given transaction is equal to the dollar amount of the transaction, divided by the unit value on the Business Day of the transaction. See the Unit Value Calculation provision in Section 15 for details on how unit values are determined.

15. SEPARATE ACCOUNT AND SUBACCOUNTS

Each Subaccount of the Separate Account purchases shares of corresponding Funds of a Series Fund. The assets of the Separate Account are the property of the Company. They are used to support the Policy Values of variable life insurance policies. Income, gains, and losses of the Separate Account are credited to, or charged against, the Separate Account without regard to other income, gains and losses. The part of the assets that is equal to the Investment Account values in respect of all variable life insurance policies will not be charged with liabilities from any other business we conduct. We can transfer to our general account, Separate Account assets in excess of the liabilities of the Separate Account arising under the variable life insurance policies supported by the Separate Account.

Right to Make Changes

We reserve the right to make certain changes if, in our judgment, they would best serve the interests of the owners of policies such as this or would be appropriate in carrying out the purposes of such policies. Any changes will be made only to the extent and in the manner permitted by applicable laws. Also, when required by law, we will obtain your approval of the changes and approval from any appropriate regulatory authority.

Examples of the changes we may make include the following:

(a) To operate a Separate Account in any form permitted under the Investment Company Act of 1940, or in any other form permitted by law.

(b) To take any action necessary to comply with or obtain and continue any exemptions from the Investment Company Act of 1940.

(c) To create new separate accounts, or to combine any two or more separate accounts including the Separate Account, or to de-register the Separate Account under the Investment Company Act of 1940, or to transfer assets between the Separate Account and other separate accounts.

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15. SEPARATE ACCOUNT AND SUBACCOUNTS (continued)

(d) To transfer any assets in a Subaccount to another Subaccount, or to add, combine or remove Subaccounts.

(e) To substitute, for the investment company shares held in any Subaccount, another class of shares of the investment company or the shares of another investment company or any other investment permitted by law.

(f) To make any other necessary technical changes in this policy in order to conform with any action this provision permits us to take.

The investment policy of a Subaccount within the Separate Account shall not be materially changed unless a statement of the change is first filed with any jurisdiction requiring such a filing. In the event of such a change in investment policy, and while this policy is in force, you may elect a transfer to the Fixed Account as described in Section 16.

Unit Value Calculation

We will determine the unit values for each Subaccount as of the end of each Business Day.

The unit value for each Subaccount was established at $10 for the first Business Day that an amount was allocated, or transferred to the particular Subaccount. For any subsequent Business Day, the unit value for that Subaccount is obtained by multiplying the unit value for the immediately preceding Business Day by the net investment factor for the particular Subaccount on such subsequent Business Day.

Net Investment Factor

The net investment factor for a Subaccount on any Business Day is equal to (a) divided by (b) minus (c), where:

(a) is the net asset value of the underlying Fund shares held by that Subaccount as of the end of such Business Day before any policy transactions are made on that day; and

(b) is the net asset value of the underlying Fund shares held by that Subaccount as of the end of the immediately preceding Business Day after all policy transactions were made for that day.

We reserve the right to adjust the above formula for any taxes determined by us to be attributable to the operations of the Subaccount.

16. ALLOCATIONS AND TRANSFERS

Allocations

We process premiums as described in Section 13. Any premiums credited to the Policy Value prior to the Allocation Date, as shown in Section 1, will automatically be invested in the current money market Investment Account. On the Allocation Date (or on the date such premium is received, if later), we will reallocate the amount in the current money market Investment Account attributable to any such premium in accordance with the allocation instructions then in effect. We will allocate all other premiums and credits to the Fixed Account and to any Investment Accounts in accordance with the allocation instructions then in effect. Initial allocation instructions are elected in your application for this policy. With regard to the first and subsequent premiums, we reserve the right to limit the dollar amount that may be allocated to any Investment Account or Fixed Account.

You may elect to change your allocation instructions at any time. A change can be elected by written request or by any telephone or internet notification if a currently valid written authorization to make changes in this manner is on file with us. A change will be effective as of the end of the Business Day on which we receive notice satisfactory to us. Instructions to us must express allocation percentages as greater than or equal to zero and less than or equal to 100%, and the sum of the allocation percentages must equal 100%. Allocation percentages must be whole numbers.

The date for allocation percentage changes will be as of the end of the Business Day on which we are contacted, as described above, to make the changes. We reserve the right to impose a limit on the number and frequency of such changes and to set minimum and maximum percentages that may be allocated to any Investment Account and the Fixed Account.

Transfers

In the same way as described above in the Allocations provision, instructions may be given to us at any time while the policy is in force to transfer portions of your Policy Value among the Investment Accounts and the Fixed Account. Transfers are subject to the restrictions described below.

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16. ALLOCATIONS AND TRANSFERS (continued)

General Restrictions on Transfers

You can make up to 2 transfers per calendar month. You can transfer 100% of the Policy Value to the current money market Investment Account after this limit has been reached. If such transfer to the current money market Investment Account is made, no subsequent transfers from the current money market Investment Account to another Investment Account may be made within 30 days.

In lieu of the two transfers per month restriction, we may permit a corporation or other entity that purchases this policy as a means to finance liabilities created by an employee benefit plan to transfer Policy Value among the Investment Accounts within other limits that we will specify.

There is no charge for the first 12 transfers in any Policy Year. If you make more than 12 transfers in any Policy Year, a transfer fee not to exceed the Maximum Transfer Fee shown in Section 1 will apply to each subsequent transfer in the Policy Year. We will consider all transfer requests made on the same Business Day as one transfer. Transfers made pursuant to the Asset Allocation Balancer or Dollar Cost Averaging options described below are not subject to the foregoing general restrictions. Without our approval, the maximum amount that may be transferred to or from an Investment Account in any Policy Year may not exceed the Investment Account Maximum Transfer Amount shown in Section 1.

We reserve the right to impose additional restrictions to restrict short-term trading. Additional restrictions that may be imposed regarding transfers include, but are not limited to restricting:

(a) the number of transfers made during a defined period;

(b) the dollar amount of transfers;

(c) the method used to submit transfers; and

(d) transfers into and out of certain Investment Accounts.

We or a Series Fund in which the Separate Account invests, may impose additional restrictions to restrict or terminate transfer privileges at any time.

Restrictions on Transfers to the Fixed Account

You may transfer the Policy Value from any of the Investment Accounts to the Fixed Account without incurring any transfer charges, regardless of the number of transfers previously made, provided such transfers occur:

(a) within 18 months after the Issue Date, as shown in Section 1; or

(b) within the later of (i) or (ii) where (i) is 60 days from the effective date of a material change in the investment objectives of the Subaccount from which the Policy Value will be transferred, and (ii) is 60 days from the notification date of such change.

Restrictions on Transfers out of the Fixed Account

The maximum amount that you can transfer out of the Fixed Account in any one Policy Year is limited to the greater of:

(a) the Fixed Account Maximum Transfer Percentage shown in Section 1 multiplied by the value in the Fixed Account at the previous Annual Processing Date; and

(b) the Fixed Account Maximum Transfer Amount shown in Section 1.

Any transfer out of the Fixed Account may not involve a transfer to the current money market Investment Account.

Asset Allocation Balancer Transfers

If you elect this option, we will automatically transfer amounts among your specified Investment Accounts in order to maintain your designated percentage in each account. We will effect the transfers at specified intervals you select which may be either annually, semi-annually, quarterly or monthly. When you change your premium allocation instructions, your Asset Allocation Balancer will change so the two are identical. This change will automatically occur unless you instruct us otherwise, or a Dollar Cost Averaging request is in effect. We reserve the right to cease to offer this option as of 90 days after we send you written notice.

Dollar Cost Averaging Transfers

If you elect this option, we will automatically transfer amounts each month from one Investment Account to one or more of the other Investment Accounts or the Fixed Account. You must select the amount to be transferred and the accounts. If the value in the Investment Account from which the transfer is being made is insufficient to cover the transfer amount, we will not effect the transfer and we will notify you. We reserve the right to cease to offer this option as of 90 days after we send you written notice.

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17. LOANS

At any time while this policy is in force and sufficient loan value is available, you can obtain a loan by written request. Each loan must be for at least the Minimum Loan Amount shown in Section 1. We may require a loan agreement from you as the policy is the only security for the loan. We may defer loans as provided by law or as provided in Section 25. Loans, except those used to pay premiums on policies with us, may not be made if the policy is in the Grace Period as described in Section 9.

Available Loan Value

The available loan value on any date will be an amount equal to (i) the Net Cash Surrender Value, less (ii) the Monthly Deductions then being deducted from the Policy Value multiplied by the number of months remaining in the Policy Year, less (iii) an amount determined as follows:

(a) Deduct (ii) above from (i) above.

(b) Multiply the result by the difference between the effective annual rate then being charged on loans and the effective annual rate then being credited on the Loan Account.

In no event, however, will the Available Loan Value be less than 90% of the Net Cash Surrender Value. Values will be determined, subject to Section 25, as of the end of the Business Day on which the loan application is received at our Service Office.

Loan Account

When you take out a loan, or when loan charges are borrowed, we will transfer amounts from the Fixed Account and the Investment Accounts, as applicable, into the Loan Account. Amounts we transfer into the Loan Account cover the loan principal. A Loan Subaccount exists for each Investment Account and for the Fixed Account. Amounts transferred to the Loan Account are allocated to the appropriate Loan Subaccount to reflect the account from which the transfer was made. We will allocate the amounts to be transferred in the same proportion that your value in the Subaccounts bears to the new Policy Value, unless you request otherwise, and our then current rules allow you to designate different proportions. When an amount to be transferred is allocated to an Investment Account, we will redeem units of that Investment Account sufficient in value to cover the allocated amount. These transfers do not count as a transfer for the purposes of the Transfer provisions described in Section 16.

Interest is credited to the Loan Account and interest is also charged on the Policy Debt, as described in the Loan Interest Charged and the Loan Interest Credited provisions.

Loan Interest Charged

Interest will accrue daily on loans. Loan interest will be payable on each Annual Processing Date and on the date the loan is settled. Interest may be paid in advance at the equivalent effective rate. In the event that you do not pay the loan interest charged in any Policy Year, it will be borrowed against the policy and added to the Policy Debt in arrears at the Policy Anniversary. We will allocate the amount borrowed for interest payment in the same proportion that your value in the Fixed Account and the Investment Accounts bears to the Net Policy Value as of the Policy Anniversary.

The effective loan interest charged rate will not exceed the Maximum Loan Interest Charged Annual Rate shown in Section 1. We will increase the Loan Interest Charged Annual Rate at any time it is determined that the rate being charged would cause a loan to be taxable under any applicable ruling, regulation, or court decision. In such case, we will increase the Loan Interest Charged Annual Rate to an amount that would result in the transaction being treated as a loan under federal tax law.

Loan interest will continue to be charged, as described in Section 12, when Monthly Deductions and premium payments cease at the Life Insured’s Age 121.

Loan Interest Credited

Loan interest will accrue daily to amounts in the Loan Account. The effective loan interest credited rate is shown in Section 1.

Loan Repayment

You may repay the Policy Debt in whole or in part at any time prior to the death of the Life Insured and while the policy is in force. When you make a loan payment or repay a loan, we credit the amount remaining after deduction of the loan interest charges, specified above, to the Loan Account, and make a transfer to the Fixed Account and the Investment Accounts, as applicable.

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17. LOANS (continued)

Upon loan repayment, the same proportionate amount of the entire loan as was borrowed from the Fixed Account will be repaid to the Fixed Account. The remainder of the loan repayment will be allocated to the appropriate Investment Accounts in accordance with the allocation instructions then in effect (unless our then current rules allow you to designate a different allocation with your repayment and you in fact do so).

Subject to any rider, endorsement, or other provisions, while a loan exists, we will treat any amounts you pay as premiums, unless you request in writing that they be treated as loan repayments. However, when a portion of the Loan Account is allocated to the Fixed Account, we reserve the right, where permitted by state law, to require that premium payments be applied as loan repayments.

18. SURRENDERS AND WITHDRAWALS

Surrender of the Policy

You may surrender this policy upon written request for its Net Cash Surrender Value at any date prior to the death of the Life Insured. We will determine the Net Cash Surrender Value as of the end of the Business Day on which we have received at our Service Office your written request for full surrender of the policy. We will process the request and pay the Net Cash Surrender Value only if we have not received due proof that the Life Insured died prior to the Surrender Date. In calculating the Net Cash Surrender Value, we will deduct a Replacement Fee if during the Charge Period for such fee as shown in Section 1, you surrender this policy under circumstances where we determine that proceeds of such surrender will be applied to a Replacement Policy issued by another insurer unaffiliated with us. After we receive your written request to surrender the policy, no insurance will be in force.

Withdrawals

Once per Policy Month after the first Policy Anniversary, you may request a withdrawal of part of the Net Cash Surrender Value if available. Withdrawals are subject to the following conditions:

(a) without our approval, each withdrawal must be for at least the Minimum Withdrawal Amount shown in Section 1;

(b) after the withdrawal, the remaining Net Cash Surrender Value must be at least equal to 3 times the Monthly Deductions at the time of the withdrawal;

(c) we will process the withdrawal, thereby reducing the Policy Value, as of the end of the Business Day on which we receive your written request;

(d) we will reduce the amount of the withdrawal if the amount in all accounts is not sufficient to pay the withdrawal;

(e) you may specify which Investment Accounts as well as the Fixed Account from which we should make the withdrawal. If we do not receive such instructions, we will allocate the deduction of the withdrawal in the same proportion that the value in the Fixed Account and the Investment Accounts bears to the Net Policy Value; and

(f) we will reduce the amount of the withdrawal if it would otherwise cause the Base Face Amount to fall below the Minimum Base Face Amount shown in Section 1.

If Death Benefit Option 1 is in effect at the time of the withdrawal, the Total Face Amount of the policy will be reduced:

a) by the amount of the withdrawal, if at the time of the withdrawal the Death Benefit equals the Total Face Amount; otherwise

b) by the amount, if any, by which the withdrawal exceeds the difference between the Minimum Death Benefit and the Total Face Amount, divided by the applicable Minimum Death Benefit Factor for the Life Insured’s Age as shown in the Table of Rates in Section 2.

Withdrawals will reduce the Supplemental Face Amount first, and then the Base Face Amount. We reserve the right to allow a reduction in Base Face Amount prior to fully reducing the Supplemental Face Amount. If the Death Benefit on any given day is equal to the Policy Value times the applicable Minimum Death Benefit Factor, withdrawals on such day will reduce the Death Benefit by the amount withdrawn times the applicable Minimum Death Benefit Factor until the Death Benefit is equal to the Total Face Amount. Your Death Benefit will continue to be determined in accordance with Sections 6 and 12, subject to these provisions.

If Death Benefit Option 2 is in effect, an amount equal to any withdrawal will be deducted from the Policy Value. Withdrawals will not affect the Total Face Amount. Your Death Benefit will continue to be determined in accordance with Sections 6 and 12.

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19. OWNER AND BENEFICIARY

Until the Life Insured’s death, without the consent of any revocable beneficiaries, you can receive any amount payable under the policy and exercise all rights and privileges granted by the policy.

Change of Owner

Until the Life Insured’s death, you can change the ownership of the policy by written request. The change will take effect as of the date you signed the written request. It will not apply to any payments we made or any action we may have taken before we received your written request.

Trustee Owner

Should the owner be a trustee, payment to the trustee(s) of any amount to which the trustee(s) is (are) entitled under the policy, either by death or otherwise, will fully discharge us from all liability under the policy to the extent of the amount so paid.

Joint Ownership

Two or more owners will own the policy as joint tenants with right of survivorship, unless otherwise requested on the application or in any subsequent assignment of the policy. On death of any of the owners, the deceased owner’s interest in the policy passes to the surviving owner(s).

Successor Owner

If an owner dies prior to the death of the Life Insured, a named successor owner will, if then living, have all the owner’s rights and interest in the policy. The owner, with the consent of any irrevocable beneficiary, can cancel or change the designation of successor owner prior to the death of the Life Insured by agreement in writing with us.

The following four provisions will apply unless there is a beneficiary appointment in force that provides otherwise.

Beneficiary Classification

You can appoint beneficiaries for the Insurance Benefit in three classes: primary, secondary, and final. Beneficiaries in the same class will share equally in the Insurance Benefit payable to them.

Payment To Beneficiaries

We will pay the Insurance Benefit:

(a) to any primary beneficiaries who are alive when the life insured dies; or

(b) if no primary beneficiary is then alive, to any secondary beneficiaries who are then alive; or

(c) if no primary or secondary beneficiary is then alive, to any final beneficiaries who are then alive.

Change Of Beneficiary

Until the Life Insured’s death, you can change the beneficiary by written request unless you make an irrevocable designation. We are not responsible if the change does not achieve your purpose. The change will take effect as of the date you signed such request. It will not apply to any payments we made or any action we may have taken before we received your written request.

Death Of Beneficiary

If no beneficiary is alive when the Life Insured dies, the Insurance Benefit will be payable to you; or if you are the Life Insured, to your estate. Unless otherwise provided, if a beneficiary dies before the seventh day after the death of the Life Insured, we will pay the Insurance Benefit as if the beneficiary had died before the Life Insured.

20. ASSIGNMENT

Your interest in this policy may be assigned with the written consent of any irrevocable beneficiary. Your interest, any interest of the Life Insured and of any revocable Beneficiary shall be subject to the terms of the assignment, but such assignment shall not affect the interest of any irrevocable beneficiary.

We will not be on notice of any assignment unless it is in writing, nor will we be on notice until a duplicate of the original assignment has been filed at our Service Office. We assume no responsibility for the validity or sufficiency of any assignment.

21. MISSTATEMENTS

If the age or sex of the Life Insured was misstated in the application, we will, if necessary, change the Base Face Amount, any Supplemental Face Amount, and every other benefit to that which would have been purchased at the correct age or sex by the most recent Cost of Insurance Charge.

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22. SUICIDE

If the Life Insured commits suicide, while sane or insane, within 2 years from the Issue Date, the policy will terminate on the date of such suicide and we will pay (in place of all other benefits, if any) an amount equal to the premiums paid less the amount of any Policy Debt on the date of death and less any withdrawals.

If the Life Insured commits suicide, while sane or insane, after 2 years from the Issue Date and within 2 years from:

(a) the date we approve a schedule of increasing Supplemental Face Amount;

(b) the effective date of any unscheduled increase in Supplemental Face Amount; or

(c) the date of an increase in Death Benefit resulting from any payment of premium we are authorized to refuse under Section 4;

the benefits payable under the policy will not include the amount of such Death Benefit increase but will include the amount of premium that pertains to the increase.

We reserve the right under this provision to obtain evidence of the manner and cause of death of the Life Insured.

23. INCONTESTABILITY

This policy shall be incontestable after it has been in force during the lifetime of the Life Insured for two years from the Issue Date, except for fraud or policy termination, or any provision for reinstatement or policy change requiring evidence of insurability.

In the case of reinstatement or any policy change requiring evidence of insurability, the incontestable period shall be two years from the effective date of such reinstatement or policy change. For a policy change involving the approval of a schedule of increasing Supplemental Face Amount, the contestable period shall be two years from the date we approve such schedule.

Any premium payment which we accept subject to insurability, and any increase in the Death Benefit resulting from such payment, shall be considered a policy change for purposes of this Section.

We reserve the right under this provision to obtain evidence of the manner and cause of death of the Life Insured.

24. THE CONTRACT

The written application for the policy is attached at issue. The entire contract between the applicant and us consists of the policy, such application, and any riders and endorsements. However, additional written requests or applications for policy changes or acceptance of excess payment may be submitted to us after issue and such additional requests may become part of the policy. All statements made in any application shall, in the absence of fraud, be deemed representations and not warranties. We will use no statement made by or on behalf of the Life Insured to defend a claim under the policy unless it is in a written application.

An exchange of this policy for a new policy on a different plan may be made by agreement between you and us in accordance with our published rules in effect at that time.

We reserve the right to make any changes necessary in order to keep this policy in compliance with any changes in federal or state tax laws. Other changes in this policy may be made by agreement between you and us. Only the President, Vice President, the Secretary, or an Assistant Secretary of the Company has authority to waive or agree to change in any respect any of the conditions or provisions of the policy, or to extend credit or to make an agreement for us.

25. RIGHT TO POSTPONE PAYMENT OF BENEFITS

We reserve the right to postpone the payment of Net Cash Surrender Value, withdrawals, policy loans, and the portion of the Insurance Benefit that depends on Investment Account values, for any period during which:

(a) the New York Stock Exchange (Exchange) is closed for trading (other than customary week-end and holiday closings), or trading on the Exchange is otherwise restricted;

(b) an emergency exists as defined by the Securities and Exchange Commission (SEC), or the SEC requires that trading be restricted; or

(c) the SEC permits a delay for the protection of policyholders.

We also reserve the right to postpone payments, including loans, for up to 6 months if such payments are based on values that do not depend on the investment performance of the Investment Accounts.

In addition, we may deny transfers under the circumstances stated in (a), (b) and (c) above, and in the Allocations and Transfers provision.

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26. CLAIMS OF CREDITORS

The proceeds and any income payments under the policy will be exempt from the claims of creditors to the extent permitted by law. These proceeds and payments may not be assigned or withdrawn before becoming payable without our agreement.

27. REPORTS TO OWNER

Within 30 days after each Policy Anniversary, we will send you a report at no charge showing:

(a) the Death Benefit;

(b) the Policy Value;

(c) the current allocation in the Fixed Account, the Loan Account, and each of the Investment Accounts;

(d) the value of the units in each chosen Investment Account;

(e) the Loan Account balance and loan interest charged since the last report;

(f) the premiums paid and policy transactions for the year; and

(g) any further information required by law.

Upon request, we will provide you with a report of projected future values. We will provide one report annually without charge. For additional reports you request, we reserve the right to charge a reasonable fee, not to exceed $50.

28. HOW VALUES ARE COMPUTED

We provide Net Cash Surrender Values that are at least equal to those required by law. We base minimum Net Cash Surrender Values on the 2001 Commissioners Standard Ordinary Sex Distinct Aggregate ANB Ultimate Mortality Tables, with substandard ratings as applicable. However, if this policy is issued on a unisex basis, we base minimum Net Cash Surrender Values on the 2001 Commissioners Standard Ordinary Male Aggregate ANB Ultimate Mortality Table, with substandard ratings as applicable. We also use these tables in determining Guaranteed Maximum Cost of Insurance Charges. Reserves will be at least as great as the minimum required by the law.

A detailed statement of the method of computing the values of this policy has been filed with the insurance department of the state shown in Section 1.

19

Communications about this policy may be sent to the Company’s Service Office, which is currently at [197 Clarendon Street, Boston, Massachusetts 02117. Our toll-free number is 1-800-521-1234].

Flexible Premium Variable Universal Life Insurance policy

Adjustable Death Benefit

Benefit payable on Life Insured’s death

Flexible premiums payable to Age 121 during the Life Insured’s lifetime

Non-Participating (Not eligible for dividends)

EX-99.(D)(2)

RIDER

ACCELERATED BENEFIT

In this rider Accelerated Benefit refers to an acceleration of your life insurance benefits.

The death benefit and, if applicable, any cash values and loan values under your life insurance policy will be reduced if the Accelerated Benefit is paid.

Receipt of the Accelerated Benefit is intended to qualify for favorable tax treatment under section 101(g)(1)(A) of the Internal Revenue Code of 1986 as amended by Public Law 104-191. However, receipt of the benefit may affect eligibility for Medicaid and certain other public assistance programs. You should consult with your personal tax advisor and social service agencies before you decide to receive the benefit under this rider.

This rider has been added to and forms part of your policy. Unless this rider states otherwise, the provisions set out in your policy will apply to the rider.

Effective Date. This rider is effective on the date we attach it to your policy.

Benefit. If you meet the Conditions of Payment, we will pay you 50% of the eligible death benefit, up to a maximum of $1,000,000 on the life insured.

If more than one policy owner make a claim, we will pay the benefit in proportion to the amount of eligible death benefit each has on the life insured.

You will receive your payment in one lump sum. You cannot make another claim under this rider after we have paid the benefit. We will not make a payment if it would be less than $10,000.

Eligible Death Benefit. The eligible death benefit is equal to (a) plus (b), minus (c), where

(a) is the death benefit of your qualifying policies, including any paid-up additional insurance;

(b) is the death benefit of any qualifying riders and supplementary benefits attached to your qualifying policies; and

(c) is any outstanding loan amount.

Your qualifying policies are your inforce permanent or term life insurance policies issued by us, covering only one life insured. Your qualifying riders and qualifying supplementary benefits are part of your qualifying policies. They insure the same person and provide a death benefit other than accidental death coverage. Each policy, rider and supplementary benefit must have at least one year remaining in the benefit period. In this rider, “policy” refers to a qualifying policy, rider and supplementary benefit.

Conditions of Payment. You must meet the following conditions before we pay the benefit.

(a) You must provide written evidence satisfactory to us that the life insured is terminally ill and has a life expectancy of one year or less. Part of the evidence must be a written statement from a licensed medical doctor stating the prognosis for the illness.

(b) We must have the signed consent of any irrevocable beneficiary and any assignee.

(c) You must claim the benefit voluntarily. We will not pay the benefit if you are claiming it to satisfy creditors, or for government benefits.

(continued)

Page 1

ACCELERATED BENEFIT

Premium. There is no premium for this rider, and it has no effect on the premium due for your policy.

Administrative Expense Charge. The administrative expense charge for this benefit will not exceed $150.

Death Benefit Reduction. We will reduce the death benefit of your policy by the benefit amount, plus one year’s interest, plus any administrative expense charge. The interest rate charged for this benefit is the variable loan interest rate on our currently issued policies. In no event will the interest rate exceed your policy’s loan interest rate, if your policy includes a loan interest provision.

If your benefit calculation includes more than one policy, we will reduce the most recently issued first. If necessary, we will reduce the next most recently issued policy until we reach the desired amount.

If your policy permits a decrease in the face amount of insurance, we will not apply the policy restrictions on the amount, timing and number of decreases to the death benefit reduction.

Cash Value Reduction. Payment of the benefit will reduce any cash value in your policy. The reduced cash value will be equal to the original cash value multiplied by (a), divided by (b), where

(a) is the death benefit after the payment of the accelerated benefit, and

(b) is the death benefit before the payment of the accelerated benefit.

If your policy is a variable life insurance policy, you may tell us how to allocate the reduction of your policy. If you do not tell us, we will base the reduction on the proportion that each account bears to your Net Policy Value.

Effect On Policy Debt. If any qualifying policy has a loan against it, we will reduce the policy loan by the same proportion as the cash value.

Effect On Accidental Death Benefit Provision. Payment of the accelerated benefit will not affect any accidental death insurance coverage.

Termination. This rider will terminate on the earliest of the following dates:

(a) the date we receive your written request for termination,

(b) the date any premium for your policy is in default beyond the end of its grace period,

(c) one year before the expiry or termination date of your policy, or

(d) the date you surrender your policy.

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

President

Page 2

EX-99.(D)(3)

SUPPLEMENTARY BENEFIT

CHANGE OF LIFE INSURED

This benefit is part of your policy.

Benefit. You may change the life insured (from the “old life insured” to a “new life insured”) under your policy subject to the following terms.

Insurable interest. You must have an insurable interest in the new life insured.

Consent. The new life insured must consent in writing to the change.

Evidence of insurability. We will require evidence which satisfies us of the new life insured’s insurability. If we do not accept the new life insured as a standard risk, we can apply an Additional Rating or refuse to allow the change.

Change date. The change date will be the beginning of the Policy Month following the date we approve the request.

Effect on the policy. The change will have the following effect on the policy:

(a) the change takes place at the change date. Before this date, the policy provides no insurance on the new life insured. After this date, the policy provides no insurance on the old life insured;

(b) the Policy Value, Face Amount, any surrender charges, and any contract charges will be the same after the change date as they were before the change date, unless the change would cause the policy to fail to qualify as life insurance for tax purposes. If this occurs then you may either,

(1) increase the Face Amount of the policy, or

(2) request a partial Net Cash Surrender Value withdrawal,

in order to cause the policy after the change to qualify as life insurance for tax purposes. An increase in Face Amount or a partial Net Cash Surrender Value Withdrawal will be subject to all the provisions of the policy governing such events;

(c) the No-Lapse Guarantee Premium and the Death Benefit Guarantee Premium, if applicable as shown in the Table of Values in the Policy Information section, will be changed to reflect the Age, sex and Risk Classification of the new life insured. We will inform you of the new No-Lapse Guarantee Premium and the Death Benefit Guarantee Premium, if applicable, at the time of the change.

(d) the rates for Cost of Insurance after the change date will reflect the new life insured’s Age, sex, Risk Classification and any Additional Rating which applies. For Cost of Insurance purposes the duration of the coverage will be determined from the date the coverage was originally added;

(e) Supplementary Benefits on the old life insured will be canceled as of the change date. Supplementary Benefits may be added on the new life insured as of the change date, subject to our normal requirements and restrictions for such benefits; and

(f) the Validity and Suicide provisions of the policy will apply to the entire Face Amount at the change date as if this amount was an increase in Face Amount at that time.

(continued)

Page 1

CHANGE OF LIFE INSURED

Change fee. We will charge a fee to cover our expenses for the change. The fee will be the same for all changes of this kind being made at the same time.

Termination. The benefit terminates on the earliest of:

(a) the date you cease to be the owner of the policy; or

(b) termination of the policy.

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

President

Page 2

EX-99.(D)(4)

John Hancock Life Insurance Company (U.S.A.) A Stock Company

SUPPLEMENTARY BENEFIT

OVERLOAN PROTECTION RIDER

This rider is attached to and made a part of your policy. It takes effect at the same time as your policy and will remain in force unless it terminates as described in the Termination section below. Should any provisions in the policy conflict with this rider, the provisions of this rider will prevail.

The Life Insured for this benefit is the same person who is the Life Insured under your policy. If this rider is attached to a survivorship policy, the Lives Insured for this benefit will be the same persons who are the Lives Insured under your policy. The name of the Life Insured or, if applicable, the names of the Lives Insured, are shown in the Policy Specifications, Section 1.

If this rider is attached to a variable life insurance policy, some additional provisions will apply as described in the Effect On Your Policy section below.

OVERLOAN PROTECTION BENEFIT

This rider will prevent your policy from lapsing on any Processing Date if Policy Debt equals or exceeds the lesser of (a) or (b), where:

(a) is the Policy Value multiplied by the Maximum Overloan Trigger Percentage shown in the Policy Specifications, Section 1; and

(b) is 99% of the Policy Value minus the Overloan Protection Rider Charge.

If this occurs while this rider is in force and the conditions below have been met, upon your Written Request you may elect to invoke this rider. Once invoked, your Insurance Benefit will then be the greater of (a) or (b), minus (c), where:

(a) is the Total Face Amount under the policy plus, if applicable, any amount payable under the Return of Premium Death Benefit Rider;

(b) is the Policy Value multiplied by the Minimum Death Benefit Factor shown in the Table of Rates under Section 2 in your policy; and

(c) is any policy indebtedness.

CONDITIONS

Invoking the Overloan Protection Benefit in this rider is subject to the following conditions:

(a) this policy must be in force for at least 15 Policy Years;

(b) the Life Insured must be at least Age 75 but less than the Age at which Monthly Deductions cease and no further premium can be paid under the policy. If this rider is attached to a survivorship policy, the younger Life Insured must be at least Age 75 but less than the Age at which Monthly Deductions cease and no further premium can be paid under the policy, or would have been within these ages if living;

Page 1

(c) Death Benefit Option 1 must be in effect;

(d) there must be sufficient Policy Value to cover the Overloan Protection Rider Charge described below;

(e) the Policy Debt must be greater than the sum of the Total Face Amount plus amounts payable under any Supplementary Benefit Riders as a result of the Life Insured’s death (or death of the surviving Life Insured if this rider is attached to a survivorship policy), but less than 99.9% of the Policy Value after the deduction of the Overloan Protection Rider Charge from the Policy Value;

(f) the policy must not be a Modified Endowment Contract as defined in Section 7702A of the Internal Revenue Code of 1986 and invoking this rider must not cause the policy to become a Modified Endowment Contract.

EFFECT ON YOUR POLICY

When the Overloan Protection Benefit in this rider is invoked, coverage under your policy is subject to the stipulations stated below:

(a) if Death Benefit Option 2 is in effect, your Death Benefit must be changed to Option 1 before you invoke the rider;

(b) no further changes can be made to the policy, which includes increases or decreases of any kind;

(c) no additional premium may be paid;

(d) policy loans, withdrawals or partial surrenders are not allowed;

(e) no further Monthly Deductions will be taken;

(f) any outstanding Policy Debt will remain and interest will continue to be charged but at a rate fixed by us from time to time of not more than the Overloan Protection Maximum Loan Interest Charged Annual Rate shown in the Policy Specifications, Section 1. Such rate may be different than the loan rate described in the policy and will apply prospectively from the date this rider is invoked. If the policy’s loan rate is variable, based on a yield average published by a United States bond rating agency, such variable rate basis will no longer apply from the date this rider is invoked. Instead, a new rate will apply as fixed by us from time to time of not more than the Overloan Protection Maximum Loan Interest Charged Annual Rate;

(g) the policy’s Loan Account will continue to be credited with interest but at the Overloan Protection Loan Interest Credited Annual Rate shown in the Policy Specifications, Section 1;

(h) policy loan repayments can continue to be made;

(i) any applicable lapse protection secondary guarantee included in the policy or in any Supplementary Benefit attached to the policy will no longer apply;

(j) any Supplementary Benefit Rider requiring a Monthly Deduction will automatically be terminated.

Page 2

If this rider is attached to a variable life insurance policy, this section of the rider is modified as follows:

when the Overloan Protection Benefit in this rider is invoked,

(i) all values in the Investment Accounts will immediately be transferred to the Fixed Account and will continue to grow at the current Fixed Account interest rate. Transfer fees will not apply to these transfers; and

(ii) transfers from the Fixed Account will no longer be allowed.

OVERLOAN PROTECTION RIDER CHARGE

There is a one-time charge which is equal to the Policy Value on the date this rider is invoked multiplied by the Overloan Protection Charge Rate. This rate varies based on the Life Insured’s Age (or Age of the younger of the Lives Insured if this rider is attached to a survivorship policy) on the date the rider is invoked. Maximum Overloan Protection Charge Rates are shown in the Table of Rates, Section 2. There is no charge if the rider is never invoked.

TERMINATION

This rider terminates on the earliest of the following dates:

(a) the date the policy terminates;

(b) the date the Life Insured reaches the age at which Monthly Deductions cease and no further premium can be paid under the policy, or if this rider is attached to a survivorship policy, the date the younger Life Insured reaches the age at which Monthly Deductions cease and no further premium can be paid under the policy, or would have reached that age if living; or

(c) if this rider is invoked, the next monthly Processing Date following your Written Request to terminate this rider.

This rider cannot be reinstated after it terminates.

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

Page 3

1. POLICY SPECIFICATIONS (CONTINUED) – POLICY 12 345 674

SUPPLEMENTARY BENEFITS

Benefit	Overloan Protection Rider
Life Insured [Lives Insured] Details	Life Insured’s Name [Lives Insured Names] are shown elsewhere in the Policy Specifications
Maximum Overloan Trigger Percentage	95%
Overloan Protection Charge Rate*	This rate is used to determine the one-time charge for this rider when it is invoked. The charge is equal to the policy value multiplied by the Overloan Protection Charge Rate for the Life Insured’s age on the date the rider is invoked. Maximum Overloan Protection Charge Rates for all applicable ages are shown in the Table of Rates, Section 2. For a survivorship policy age refers to the younger life insured.
Overloan Protection Loan Interest Credited Annual Rate*	3%
Overloan Protection Maximum Loan Interest Charged Annual Rate*	3.25%

* Applicable when this rider is invoked

2. TABLE OF RATES– POLICY 12 345 674

B. TABLE OF MAXIMUM OVERLOAN PROTECTION CHARGE RATES

Age	Maximum Overloan Protection Charge Rate %
75	2.50%
76	2.48%
77	2.46%
78	2.44%
79	2.42%
80	2.40%
81	2.34%
82	2.28%
83	2.22%
84	2.16%
85	2.10%
86	1.92%
87	1.74%
88	1.56%
89	1.38%
90	1.20%
91	0.96%
92	0.72%
93	0.48%
94	0.24%
95	0.04%
96	0.04%
97	0.04%
98	0.04%
[99 to 120]	0.04%

(THIS TABLE APPLIES WHEN THE LIFE INSURANCE QUALIFICATION TEST

ELECTED FOR THE POLICY IS THE GUIDELINE PREMIUM TEST)

2. TABLE OF RATES– POLICY 12 345 674

B. TABLE OF MAXIMUM OVERLOAN PROTECTION CHARGE RATES

Age	Maximum Overloan Protection Charge Rate %
75	8.00%
76	7.86%
77	7.72%
78	7.58%
79	7.44%
80	7.30%
81	7.08%
82	6.86%
83	6.64%
84	6.42%
85	6.20%
86	5.92%
87	5.64%
88	5.36%
89	5.08%
90	4.80%
91	4.38%
92	3.96%
93	3.54%
94	3.12%
95	2.70%
96	2.16%
97	1.62%
98	1.08%
99	0.54%
[100 to 120]	0.04%

(THIS TABLE APPLIES WHEN THE LIFE INSURANCE QUALIFICATION TEST

ELECTED FOR THE POLICY IS THE CASH VALUE ACCUMULATION TEST)

EX-99.(D)(5)

Life Insurance Company (U.S.A.) A Stock Company

SUPPLEMENTARY BENEFIT

RETURN OF PREMIUM DEATH BENEFIT

This rider is part of the policy to which it is attached. It takes effect at the same time as your policy, provided that Death Benefit Option 1 is in effect under the policy on that date. Should any provisions in the policy conflict with this rider, the provisions of this rider will prevail.

The Life Insured for this benefit is the same person who is the Life Insured under your policy. If this rider is attached to a survivorship policy, the Lives Insured for this benefit will be the same persons who are the Lives Insured under your policy. The name of the Life Insured or, if applicable, the names of the Lives Insured, are shown in Policy Specifications, Section 1.

BENEFIT

This benefit provides an additional insurance amount, payable on the death of the Life Insured (or the death of the Surviving Life Insured if this rider is attached to a survivorship policy). On receiving due proof that the Life Insured (or Surviving Life Insured) died while the benefit is in force, we will pay the benefit amount to the same beneficiary and in the same manner as the proceeds payable under the policy.

BENEFIT AMOUNT

The benefit is equal to the amount of the Return of Premium Death Benefit coverage as described below. The Maximum Benefit Amount is shown in the Policy Specifications page for this rider.

RETURN OF PREMIUM DEATH BENEFIT COVERAGE

The amount of the Return of Premium Death Benefit coverage is determined as follows:

(a) it has an initial value equal to the Percentage of Premium of your initial premium payment. The Percentage of Premium is as elected and shown on the Policy Specifications page for this rider. This percentage is set at issue and cannot be changed;

(b) the Percentage of Premium will be applied to each subsequent premium and increase the coverage at the time of premium payment by that amount;

(c) on each Processing Date, before we take any Monthly Deductions due, we will increase the coverage by the monthly equivalent of the annual Return of Premium Death Benefit Increase Rate;

(d) each withdrawal of part of the Net Cash Surrender Value taken under the policy will reduce the coverage at the time of withdrawal by an amount equal to the withdrawal, except that the coverage will not reduce to less than zero; and

(e) each request for a decrease in the benefit amount will reduce the coverage on the effective date of the decrease by the amount of the decrease requested, except that the coverage will not be decreased to less than zero.

The initial annual Return of Premium Death Benefit Increase Rate is shown in the Policy Specifications page for this rider. You may make a written request to change this rate, subject to the following:

(a) a decrease in the rate will take effect on the Annual Processing Date coincident with or next following the date we receive the request; and

Page 1

(b) an increase in the rate will be subject to the Company’s normal underwriting practices, including evidence of insurability and to our approval of the increase. The increase will take effect on the Annual Processing Date coincident with or next following the date of our approval.

The amount of the Return of Premium Death Benefit coverage will not exceed the Maximum Benefit Amount shown in the Policy Specifications page for this rider.

LAPSE PROTECTION SECONDARY GUARANTEE

Any lapse protection secondary guarantee included in the policy and applicable to this rider is shown in the Policy Specifications page for this rider.

CESSATION OF INCREASES

Increases in the Return of Premium Death Benefit coverage will cease at the earliest of:

(a) the Processing Date coincident with or next following the date we receive your written request for cessation of any further increases;

(b) the Processing Date coincident with or next following the date we approve your written request for a change to policy Death Benefit Option 2 if the policy allows for such a change to be made;

(c) the date on which the amount of the Return of Premium Death Benefit coverage becomes equal to the Maximum Benefit Amount shown in the Policy Specifications page for this rider;

(d) the date the Life Insured reaches Age 100 (or if this rider is attached to a survivorship policy, the date the younger Life Insured reaches Age 100 or would have reached Age 100 if living); or

(e) the Processing Date coincident with or next following the date we receive your written request to reduce the amount of the Return of Premium Death Benefit coverage or the Supplemental Face Amount or Base Face Amount of insurance under the policy.

After increases cease, we will not take into account any more premiums paid or apply the Return of Premium Death Benefit Increase Rate in determining the amount of the Return of Premium Death Benefit coverage.

DECREASE IN BENEFIT AMOUNT

You may make a written request to decrease the benefit amount. The decrease will take effect on the Processing Date coincident with or next following the date we approve the request. The Return of Premium Death Benefit coverage will be reduced by the amount of the requested decrease. Decreases in the benefit amount are not subject to any applicable pro-rata Surrender Charges.

PARTIAL NET CASH SURRENDER VALUE WITHDRAWALS

If you make a written request for a withdrawal of part of the Net Cash Surrender Value under the policy while this benefit is in force, we will process the withdrawal, so that the withdrawal:

(a) first reduces the amount of the Return of Premium Death Benefit coverage; then

(b) any applicable Supplemental Face Amount under the policy will then be reduced by the amount, if any, by which the net withdrawal exceeds the amount of the Return of Premium Death Benefit coverage; then

(c) the Base Face Amount under the policy will be reduced by the amount, if any, by which the net withdrawal exceeds the sum of the Return of Premium Death Benefit coverage and any applicable Supplemental Face Amount.

As described above, we will generally process the withdrawal so it reduces the Supplemental Face Amount before it reduces the Base Face Amount but we reserve the right to allow a reduction in Base Face Amount prior to fully reducing the Supplemental Face Amount.

Page 2

COST OF INSURANCE

The cost of insurance for this benefit is charged monthly as part of the Monthly Deductions under the policy, and ceases when Monthly Deductions cease under the policy. The monthly cost of insurance rates will always be less than or equal to the Maximum Monthly Rates shown in the Table of Rates, Section 2 of the policy.

INCONTESTABILITY

This benefit shall be incontestable after it has been in force during the Life Insured’s lifetime (or during the lifetime of the Lives Insured if this rider is attached to a survivorship policy) for two years from the Issue Date shown in the Specifications section of the policy.

For any increase which requires evidence of insurability satisfactory to us, the contestable period will start on the effective date of the increase.

SUICIDE EXCLUSION

If the Life Insured (or either of the Lives Insured when this rider is attached to a survivorship policy) dies by suicide, while sane or insane, within two years of the Issue Date shown in the Specifications section of the policy, this benefit will terminate and we will pay only the amount of Monthly Deductions charged for the benefit.

If the Life Insured (or either of the Lives Insured when this rider is attached to a survivorship policy) dies by suicide, while sane or insane, within two years after the effective date of an increase which required evidence of insurability satisfactory to us, for that increase we will pay only the Monthly Deductions charged for the increase.

BENEFIT DEFAULT

This rider will go into default at any time the policy goes into default, and will be subject to the same conditions for bringing the policy out of default.

TERMINATION

This rider terminates at the same time as the policy.

This rider may be reinstated with the policy, subject to the same conditions that apply for reinstating the policy. Upon reinstatement, the amount of the Return of Premium Death Benefit coverage will be equal to the amount at termination, plus the value equal to the Percentage of Premium of your premiums paid for reinstatement.

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

Page 3

1. POLICY SPECIFICATIONS (CONTINUED) – [POLICY 12 345 678]

	SUPPLEMENTARY BENEFITS
BENEFIT	RETURN OF PREMIUM DEATH BENEFIT
LIFE INSURED	LIFE INSURED’S NAME [LIVES INSURED NAMES], AGE, SEX,
[LIVES INSURED] DETAILS	RISK CLASSIFICATION AND ADDITIONAL RATING (IF APPLICABLE) ARE SHOWN IN THE POLICY SPECIFICATIONS
BENEFICIARY	AS DESIGNATED IN THE APPLICATION OR SUBSEQUENTLY CHANGED
BENEFIT AMOUNT	AS DETERMINED BY THE RETURN OF PREMIUM DEATH BENEFIT COVERAGE PROVISION
MAXIMUM BENEFIT AMOUNT	$[ 500,000 ]
RETURN OF PREMIUM DEATH BENEFIT INCREASE RATE	INITIAL RATE [ 5 ]%
PERCENTAGE OF PREMIUM	[ 100 ]%
LAPSE PROTECTION SECONDARY GUARANTEE	[ NOT APPLICABLE]

EX-99.(E)

EX-99.(26)(G)(1)

THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

THIS REINSURANCE AGREEMENT

is made between

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

Effective Date of Agreement: January 1, 2005

This Agreement may be referred to as Agreement No: AG19C01

TABLE OF CONTENTS

ARTICLE I	1
BUSINESS REINSURED	1
Policies, Benefits, and Riders under Plans listed in Exhibit A-I	1
Policies, Benefits, and Riders under Existing Life Insurance Policies of the Company	1
Currency	1
Underwriting Forms, Evidence and Issue Rules	1
ARTICLE II	2
REQUIREMENTS FOR REINSURANCE COVERAGE	2
Automatic Coverage	2
Facultative Coverage	2
ARTICLE III	3
REINSURANCE CESSIONS	3
Automatic Cessions	3
Facultative Cessions	3
Data Notification	3
ARTICLE IV	4
STATEMENT OF ACCOUNT	4
Premium and Claims Accounting	4
Non-Payment of Premiums	4
Unearned Premium	5
ARTICLE V	6
CHANGES TO BUSINESS REINSURED	6
Conversions	6
Conversions with Increases	6
Policy Changes	6
Plan Changes	6
Increase in Amount and Re-underwriting	7
Reductions	7
Special Changes	7
Lapses	7
Reinstatements	8
ARTICLE VI	9
RETENTION LIMIT CHANGES	9
Recapture	9
ARTICLE VII	11
LIABILITY	11
Automatic Reinsurance	11
Facultative Reinsurance	11
Duration	11
Temporary Insurance Agreement or Interim Receipt	11

ARTICLE VIII	12
CLAIMS	12
Claims Decision	12
Initial Notice of Claim	12
Claim Proofs	12
Ceded Claim Settlements	13
Contested Claims	13
Ceded Benefits Payable	13
Misstatement of Age or Sex	13
Expenses	14
Extra Contractual Damages	14
ARTICLE IX	15
DISPUTE RESOLUTION	15
Oversights	15
Arbitration	15
ARTICLE X	17
FINANCIAL IMPAIRMENT AND INSOLVENCY	17
Financial Impairment of the Reinsurer	17
Insolvency	17
ARTICLE XI	19
TAXES & EXPENSES	19
DAC Tax	19
The Reinsurer’s Taxes and Expenses	19
ARTICLE XII	20
GENERAL PROVISIONS	20
Alterations to Agreement	20
Parties to Agreement	20
Assignment	20
Entire Agreement	20
Good Faith	20
Offset	21
Duration of Agreement	21
Severability	21
Benefit	21
Confidentiality	21
Construction	21
Lead Pool Reinsurer	21
EXHIBIT A-I	23
PLANS, RIDERS, AND BENEFITS REINSURED	23

EXHIBIT A-II	25
THE COMPANY’S UNDERWRITING FORMS,	25
EVIDENCE, AND ISSUE RULES	25
TEMPORARY INSURANCE AGREEMENT	25
EXHIBIT A-III	26
POOL PARTICIPANTS	26
EXHIBIT B	27
GENERAL PROVISIONS	27
EXHIBIT B-I	29
SINGLE LIFE	29
INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES	29
EXHIBIT B-II	32
SURVIVORSHIP LIFE	32
INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES	32
EXHIBIT C	35
RETENTION LIMITS	35
EXHIBIT D	36
AUTOMATIC LIMITS	36
EXHIBIT E	39
REINSURANCE REPORTS	39
EXHIBIT F	41
DAC TAX ELECTION	41
EXHIBIT G	42
LEAD REINSURER	42
EXHIBIT H	43
ROUTINE UNDERWRITING REQUIREMENTS	43
EXHIBIT I	44
SUPER PREFERRED AND PREFERRED UNDERWRITING CRETERIA	44

ARTICLE I

Business Reinsured

Reinsurance under this Agreement shall be on an automatic and facultative basis.

Policies, Benefits, and Riders under Plans listed in Exhibit A-I

The Company will cede to the Reinsurer a portion of the Life Insurance Policies, Benefits, and Riders for the plans as listed in Exhibit A-I. These policies are reinsured under the General Provisions and Premium Rates set out in subsections of Exhibit B, and are also subject to terms and conditions described elsewhere in this Agreement.

Policies, Benefits, and Riders under Existing Life Insurance Policies of the Company

The Company will also cede to the Reinsurer a portion of any fully underwritten increase, after the Effective Date of this Agreement, in the amount at risk under life insurance policies, benefits and riders issued by the Company under plans of the Company existing at the Effective Date of this Agreement and which plans are not listed in Exhibit A-I.

This Agreement is applicable only to reinsurance of policies directly written by the Company. Any policies acquired by the Company through merger of another company, reinsurance, or purchase of another company’s policies, are not included under the terms of this Agreement. However, reinsurance of such policies may be arranged by written agreement between the Company and the Reinsurer.

Currency

All cessions under this Agreement shall be affected in the currency specified in Exhibit B. Reinsurance premiums and liabilities shall be expressed and payable in that currency.

Underwriting Forms, Evidence and Issue Rules

The Company shall provide full disclosure of all material facts regarding the policies and benefits covered by this Agreement.

The Company’s Underwriting Forms and Evidence, which are available to the Reinsurer, are listed in Exhibit A-II.

If new material is published, or material changes are made in the information already filed, the Company agrees to promptly provide the Reinsurer with copies of such material.

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ARTICLE II

Requirements for Reinsurance Coverage

Automatic Coverage

The Company shall cede to the Reinsurer a portion of the life insurance policies, supplementary benefits and riders listed in Exhibit A-l. The Reinsurer shall automatically accept its share of these policies, supplementary benefits and riders as described in the exhibits of this Agreement, provided that:

(a) The Company keeps its full retention in accordance with the limits as set out in Exhibit C, or otherwise holds its full retention on a life under previously issued in-force policies; and

(b) The Company applies its normal underwriting practices which are in use as at the effective date of this Agreement; and

(c) The total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced, does not exceed the Jumbo Limit outlined in Exhibit D; and

(d) The amount to be reinsured under this Agreement, in addition to the amount already reinsured from all of John Hancock’s affiliate companies, on that life, does not exceed the Automatic Acceptance Limits specified in Exhibit D; and

(e) The application is on a life, which has not been submitted on a facultative basis to the Reinsurer or any other reinsurer within the last three years, unless the reason for submitting the case on a facultative basis no longer applies.

Facultative Coverage

If the Company receives an application that meets any of the criteria below, the reinsurance shall be considered on a facultative basis:

(a) The amount reinsured, in addition to the amount already reinsured on that life, exceeds the Automatic Acceptance Limits and the Jumbo Limits, outlined in Exhibit D; or

(b) When the application is on a life for which the Company intends to retain less than its regular quota share, and the company does not hold its full retention on the life under previously issued in-force policies; or

(c) The application is on a life for which, an application had been submitted by the Company on a facultative basis, to the Reinsurer or any other reinsurer within the last 3 years (unless the reason for submitting the case on a facultative basis no longer applies.)

The relevant terms and conditions of this Agreement shall apply to those facultative applications that are accepted by the Reinsurer.

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ARTICLE III

Reinsurance Cessions

Automatic Cessions

For all automatic cessions the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company agrees to send copies of the application, underwriting papers and other papers for an automatic cession on any life upon the request from the Reinsurer.

Facultative Cessions

The Company may apply for reinsurance by sending to the Reinsurer copies of all pertinent papers, including the original application, medical examination, inspection reports, physician’s statements, urinalyses, and all other information that the Company may have relating to the insurability of the risk.

After consideration of the pertinent papers, the Reinsurer shall promptly inform the Company of its underwriting decision. If the underwriting decision is acceptable to the Company and the Company’s policy is subsequently placed in force in accordance with the Company’s placement rules, the Company shall advise the Reinsurer in the manner described in Exhibit E.

If any application to the Reinsurer is not to be placed with the Reinsurer, the Company shall advise the Reinsurer so that the Reinsurer can complete its records.

For all cessions reinsured hereunder, the Company shall advise the Reinsurer as outlined in Exhibit E.

Data Notification

The Company shall self-administer all business reinsured under this Agreement using the TAI System.

The Company shall provide the Reinsurer with the reports as set out in Exhibit E. The Company, upon request, will provide the Reinsurer with any other information related to the business reinsured under this Agreement and which the Reinsurer requires in order to complete its financial statements.

Should the Company encounter, or expect to encounter, delays in reporting its business, it shall promptly:

a Notify the Reinsurer of the situation; and

b Present the Reinsure with a plan of action to correct the situation, including a time frame to solve the problem.

The Reinsurer, upon receipt of the above, may request that the Company; and/ or

a Make modifications to the plan;

b Report on an estimated basis, pursuant to Article IV, until the situation is resolved.

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ARTICLE IV

Statement of Account

Premium and Claims Accounting

The premiums to be paid to the Reinsurer by the Company for reinsurance shall be in accordance with the terms set out in Exhibits B, B-I and B-II.

During each accounting period, the Company undertakes to send to the Reinsurer Billing Statements as set out in Exhibit E, showing all first year and renewal premiums for the next accounting period. Also included will be any adjustments made necessary by changes or corrections to reinsurance previously reported.

For all claims paid by the Company within the accounting period, the Company will submit to the Reinsurer a Statement of Reinsured Claims Collected, as referenced in Exhibit E. This is an itemized listing of benefits including the ceded death benefit, plus the Reinsurer’s proportionate share of the interest and expenses paid by the Company, that have been netted off the Reinsurer’s monthly Billing Statement(s).

The balance of account due shall then become payable. If the statement balance so calculated is due to the Reinsurer, the Company shall forward payment in settlement together with the statements. If the balance is due to the Company, the Reinsurer shall forward payment in settlement within thirty (30) days of receipt of the statements.

For balances remaining unpaid longer than thirty (30) days after the Reinsurer’s receipt of request for payment, the Company reserves the right to charge interest on the outstanding balance. The outstanding balance will incur interest calculated from the date that the payment was due using the “3 month” U.S. Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication, plus 1%.

If for any reason other than Contractual surrenders the Company returns premiums to the policyholder, the Reinsurer will return its proportional share of the premiums it has received from the Company in respect of any policy for which premiums have been returned.

The Company also reserves the right to net any balances that remain unpaid for more than thirty (30) days after the receipt of request for payment from the next reinsurance billing statement.

Non-Payment of Premiums

The Reinsurer may terminate its liability for any reinsurance for which the reinsurance premiums have not been paid within sixty (60) days after billing, by giving thirty (30) days written notice by registered mail of such action to the Company.

The Reinsurer reserves the right to charge interest on any balances remaining unpaid within sixty (60) days of the due date and/or when premiums for new business are not paid within one hundred and twenty (120) days of the issue date of the policy. Interest incurred will be calculated using the “3-month” US Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication plus 1%.

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ARTICLE IV (cont’d)

The Reinsurer’s right to terminate reinsurance for non-payment of premium shall not prejudice its right to collect premiums for the period the reinsurance was in force.

During the period premiums are outstanding, the Reinsurer may offset the amount of any premiums in arrears against amounts owed to the Company.

The Company shall not force termination under the provisions of this paragraph solely to avoid the recapture requirements or to transfer to another reinsurer the block of business reinsured under this Agreement.

Unearned Premium

The Company shall take credit, without interest, for any unearned premiums, net of commissions or allowances, arising due to reductions, terminations, lapses, cancellations or death claims, in its account.

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ARTICLE V

Changes to Business Reinsured

Conversions

In the event of the conversion of a policy reinsured under this Agreement the policy arising from the conversion shall be reinsured with the Reinsurer. Premium rates outlined in Exhibit B-I and B-1I shall be applied to the converted policy on a point-in-scale basis. A policy insured with the Company may convert to a policy with any of the Company’s affiliate companies.

Conversions with Increases

(a) Automatic Cessions

If the amount of the policy arising from the conversion is increased at the time of the conversion, the Reinsurer’s share shall be increased proportionately, effective on the date of the conversion. The increased amount of the policy shall be subject to full underwriting by the Company, and the total amount reinsured shall not exceed the Automatic Limits as outlined in Exhibit D.

(b) Facultative Cession

Any increase in amount shall be subject to the Reinsurer’s approval.

Premium rates shall be applied to the converted policy on a point-in-scale basis.

Policy Changes

Changes to policies reinsured under this Agreement shall be made in accordance with the provisions set out below.

If the change affects the plan, the amount of reinsurance, premiums, or commissions under the cession, the Company shall inform the Reinsurer in the subsequent Reinsurance Report as set out in Exhibit E.

Plan Changes

Automatic Cessions:

a) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and the Company is not obtaining evidence in accordance with the Company’s full new business underwriting rules, or as agreed otherwise by the Company and the Reinsurer, the reinsurance shall remain in effect with the Reinsurer on the following basis:

(i) the reinsurance rates and the durations shall be based on those applicable to the original cession; and

(ii) the reinsurance amount at risk shall be determined according to the terms of this Agreement but in no event shall be more than the original cession at the time of the change in plan.

(iii) The suicide and contestability period of the policy will be measured from the issue date of the original cession

Internal replacements, as described above, may occur between the Company and any of its affiliate companies.

b) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and full underwriting in accordance with the Company’s full new business underwriting rules is required, the policy will be considered new business and will be reinsured under the then current pool open to new business, using first year rates based on attained age. The suicide and contestability period of such a policy will be measured from the current issue date, except in jurisdictions that require otherwise.

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ARTICLE V (cont’d)

Facultative Cessions:

Any changes shall be subject to the Reinsurer’s approval only if the Company is obtaining evidence in accordance with the Company’s new business underwriting rules. The Company and the Reinsurer shall agree to the applicable reinsurance terms.

These practices will apply unless mutually agreed otherwise by the Company and the Reinsurer and described in the Exhibits.

Increase in Amount and Re-underwriting

(i) Automatic Cessions:

Any re-underwriting, (including any change in mortality rating), or non-contractual increase in amount at risk for any cession shall be subject to the Company’s full new business underwriting rules or as agreed otherwise by the Company and the Reinsurer. The amount of the increase shall be subject to the terms set out in Exhibits B, C and D.

If the amount of the policy shall increase above the Jumbo Limit (Exhibit D), or if the amount to be reinsured exceeds the Automatic Coverage Limits (Exhibit D), the increase shall be subject to requirements for facultative reinsurance under this Agreement.

(ii) Facultative Cessions:

Any re-underwriting or non-contractual increase, including any change in mortality rating shall be subject to the Reinsurer’s approval.

Reductions

If the amount of insurance of a policy issued by the Company is reduced then the amount of reinsurance on that policy shall be reduced in the same proportion that the original reinsurance amount bore to the original total face amount. The reduction shall be effective on the same date as the reduction under the original policy.

If the reinsurance for a policy has been placed with more than one reinsurer, the reduction shall be applied to all reinsurers in proportion to the amounts originally reinsured with each reinsurer.

If the insured has multiple policies, some which are reinsured and a fully retained policy lapses or reduces, the Company will not make any changes to the reinsured policies.

Special Changes

If any special or unusual change, which is not covered above and which may affect the terms of the cession in question, is requested, the Reinsurer’s approval shall be obtained before such a change becomes effective.

Lapses

When a reinsured policy is terminated due to a lapse, the cession in question shall be cancelled effective the same date. If the Company allows extended or reduced paid-up insurance following a lapse, the reinsurance will be appropriately amended. If the Company allows the policy to remain in force under its automatic premium loan regulations, the reinsurance shall continue unchanged and in force as long as such regulations remain in effect, except as provided for otherwise in this Agreement. If the policy continues in force without payment during any days of grace pending its termination, whether such continuance is as a result of a policy provision or a practice of the Company, the reinsurance will also continue without payment of premium and will terminate on the same date as the Company’s risk terminates.

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ARTICLE V (cont’d)

Reinstatements

If a policy reinsured on an automatic basis is reinstated in accordance with the terms and normal Company rules and practices, the Reinsurer shall automatically reinstate the reinsurance.

If the Company collects premiums in arrears from the policyholder of a reinstated policy, it agrees to pay the Reinsurer all corresponding reinsurance premiums in arrears in connection with the reinstatement.

The Reinsurer’s approval is required only for the reinstatement of a facultative policy when the Company’s regular reinstatement rules indicate that more evidence than a Statement of Good Health is required.

Minimum Final Cession

Reinsurance under this Agreement shall be cancelled whenever the net amount at risk becomes less than the Minimum Final Cession amount set out in Exhibit B.

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ARTICLE VI

Retention Limit Changes

The reinsurance under this Agreement shall be maintained in force without reduction except as specifically provided for elsewhere in this Agreement.

The Company may change its retention limits for the purposes of this Agreement on new business being issued at any time by giving prior written notice to the Reinsurer of the new retention limits and the effective date of the new retention schedule.

The Company’s retention limits for the purposes of this Agreement are set out in Exhibit C.

Recapture

If the Company increases its Corporate Retention Limits, as stated in Exhibit C, it shall give the Reinsurer written notice if it intends to recapture within 90 days of the effective date of the increase in its retention limits. The Company may apply the new retention limits to existing reinsurance and reduce reinsurance in force in accordance with the following rules.

The Company may also recapture business without an increase in its retention limits in accordance with the following rules.

(a) The policy has satisfied the minimum in force period requirements outlined in Exhibit B.

(b) A reduction may be made only if the Company retained its full retention as stated in Exhibit C, under Individual Corporate Retention Limits and Survivorship Corporate Retention Limits for the plan, age and mortality rating at the time the policy was issued.

(c) Such reductions shall be made on the next policy anniversary of each cession affected from the effective date agreed to; or, reductions shall be made according to a “one-time” effective date of recapture that has been mutually agreed to by both parties to this Agreement.

(d) For business ceded under the quota share parameters of this Agreement, recapture will be in the form of a decrease in the quota share percentage ceded to the pool. This decrease will apply to all such in force business reinsured under this Agreement provided the requirements set forth in paragraphs (a) and (b) above are satisfied.

(e) For a conversion policy, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy.

(f) Any class of fully reinsured business or any classes of risks for which the Company established special retention limits less than the Company’s full quota share or absolute retention limits for the plan, age and mortality rating at the time the policy was issued are not eligible for reduction.

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ARTICLE VI (cont’d)

(g) If recapture is due to an increase in the Company’s retention limits, a reduction may be made only if the Company has applied its increase in retention in a consistent manner to all categories of its normal retention limits as stated in Exhibit C.

(h) If recapture is due to an increase in the Company’s retention limits, in applying its new retention limits to existing reinsurance, the rating at the time of issue and the issue age of the existing reinsurance shall be used to determine the amount of the Company’s new retention.

(i) Recapture as provided herein shall be optional with the Company, but if any reinsurance is recaptured, all reinsurance eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance.

(j) The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture.

(k) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(l) The terms and conditions for the Company to recapture in force business due to financial impairment or insolvency of the Reinsurer are set out in Article X of this Agreement.

(m) If the Company transfers business, which is reinsured under this Agreement, to a successor company pursuant to Article XII, Assignment, then the successor company has the option to recapture the reinsurance, in accordance with the recapture criteria outlined in this section, only if the successor company has a higher retention limit than the Company.

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ARTICLE VII

Liability

Automatic Reinsurance

The Reinsurer’s liability for any policy ceded on an automatic basis under this Agreement shall begin simultaneously with the Company’s contractual liability for the policy reinsured.

Facultative Reinsurance

If a policy is submitted on a facultative basis, the liability of the Reinsurer shall commence when the Company accepts the Reinsurer’s unconditional facultative offer and notifies the Reinsurer of its acceptance, in accordance with the terms of this Agreement, and the policy is issued.

Duration

The liability of the Reinsurer for all cessions under this Agreement shall cease at the same time as the liability of the Company ceases and shall not exceed the Company’s contractual liability under the terms of its policies.

Notwithstanding the foregoing, the Reinsurer may terminate its liability for any policies for which premium payments are in arrears, according to the terms set out in Article IV of this Agreement.

It is understood that the Reinsurer’s liability for a claim shall be based on the reinsured net amount at risk as of the date the claim is incurred.

Temporary Insurance Agreement or Interim Receipt

Reinsurance coverage under a Temporary Insurance Agreement or Interim Receipt is limited to the Reinsurer’s share of amounts within the Temporary Insurance Agreement or Interim Receipt specified in Exhibit A-II.

The Reinsurer will accept liability provided that the Company has followed its normal cash-with-application procedures for such coverage as part of the Temporary Insurance Agreement or Interim Receipt.

For automatic reinsurance, the Reinsurer’s liability, under the Temporary Insurance Agreement or Interim Receipt, will commence at the same time as the Company’s liability.

For facultative reinsurance, the Reinsurer’s liability, under the Temporary Insurance Agreement or Interim Receipt, will commence when the Reinsurer has made an unconditional facultative offer, and the Company has accepted that offer and has notified the Reinsurer of its acceptance, in accordance with the terms of this Agreement, provided the Ceding Company has not been notified of the insured’s death.

ARTICLE IX (Oversights) shall not be construed to initiate the Reinsurer’s liability if any of the conditions in this ARTICLE are not met.

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ARTICLE VIII

Claims

Claims Decision

The Reinsurer agrees that in regard to all claims on policies reinsured under this Agreement:

(a) The final decision respecting claims payment is at the sole discretion of the Company.

(b) The Company may approach the Reinsurer for an opinion, but the Reinsurer is not responsible to the Company for a claim decision.

(c) The Company’s contractual liability for claims, as described in this Article, is binding on the Reinsurer.

Initial Notice of Claim

For all claims, the Company will send an Initial Notice of Death and a Statement of Claims Pending report to the Reinsurer, which will be included with the Company’s monthly claims and premium billing statement, as referenced in Exhibit E.

The Initial Notice of Death and the Statement of Claims Pending reports include: the insured’s name, date of birth, the death benefit amount, the retained amount, ceded death benefit, policy number, plan code, treaty code, date of death, and policy issue date.

For Joint Life Last Survivor business, the Company, upon notification, shall inform the Reinsurer of the first death by providing the Reinsurer with the policy number, name, date of death, and cause of death of the insured.

Claim Proofs

Note: In the following section, “death benefit” refers to the amount payable by the Company not including any interest or expenses related to that claim.

Procedures for the handling of reinsured claims are as follows:

(i) For all non-contestable claims where the policy death benefit is less than or equal to $1,000,000, the Company will report these claims on a “bulk” basis (where no proofs will be provided to the Reinsurer – except upon specific request by the Reinsurer).

(ii) For all non-contestable claims where the policy death benefit is $1,000,001 or greater, once the Company has approved and paid the claim, the Company will send to the Reinsurer copies of the claimant’s statement, the insured’s death certificate and proof of payment.

(iii) For claims within the contestable period, where the policy death benefit is less than or equal to $500,000, once the Company has approved and paid the claim, the Company will send to the reinsurer copies of insured’s death certificate, claimant’s statement, and proof of payment. (The Company will provide additional papers to the Reinsurer upon request.)

(iv) For claims within the contestable period, where the policy death benefit is equal to or exceeds $500,001, the Company will send to the Reinsurer copies of the insured’s death certificate, claimant’s statement, and claims investigation papers. If the reinsurance is on an automatic basis, the Company will also provide copies of the underwriting papers.

If the Reinsurer wishes to comment on or consult with the Company regarding a claim, it shall inform the Company within five (5) business days upon receipt of the above information. The Company will forward a copy of proof of payment, once the claim has been paid.

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ARTICLE VIII (cont’d)

Ceded Claim Settlements

Payment of death claims by the Reinsurer shall be in one lump sum regardless of the mode of settlement under the Company’s policy.

The Reinsurer will reimburse the Company for any claims payable under this Agreement as described in Article IV.

Contested Claims

The Company will notify the Reinsurer of its intention to contest, compromise, or litigate a claim involving a reinsured policy, or to rescind coverage by the Company under a reinsured policy. The Company shall then submit to the Reinsurer for review, copies of all papers connected with the claim.

In the event that the Reinsurer does not wish to contest, compromise, or litigate the claim, it shall notify the Company within five (5) business days after receipt of all the necessary papers. The Reinsurer shall then discharge all of its liability by paying the Company its full share of the reinsured liability to the Company and will not share in any subsequent reduction in liability.

If the Reinsurer agrees with the decision to contest the claim, the Reinsurer will share in any subsequent reduction in the Company’s liability. The Reinsurer will share in such reduction in the proportion that the Reinsurer’s net liability bears to the sum of the net liability before reduction of the Company and all reinsurers on the insured’s date of death.

Ceded Benefits Payable

The reinsurance benefit will be limited to the Reinsurer’s share of the Company’s contractual liability for the claim. For the purposes of this Article, contractual liability shall mean the benefits payable by the Company under the terms and conditions of the reinsured policy.

The total reinsurance benefit recovered by the Company from all reinsurers on a policy must not exceed the Company’s total contractual liability on the policy, less the Company’s kept retention on the policy.

Misstatement of Age or Sex

If the amount of insurance provided by the policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of a life insured, the Reinsurer shall share in the increase or reduction in the proportion that the net liability of the Reinsurer bears to the total of the net liability of the Company and the net liability of all reinsurers, including the Reinsurer, immediately prior to such increase or reduction.

The reinsurance with the Reinsurer shall be rewritten from commencement on the basis of the adjusted amounts using premiums and reserves at the correct age or sex. The adjustment for the difference in premiums shall be made without interest.

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ARTICLE VIII (cont’d)

Expenses

The Reinsurer shall pay its share of the expenses that are connected to the Company’s investigation of any claim incurred on policies reinsured under this Agreement. Subject to the Extra Contractual Damages section of this Article, claims investigation expenses do not include expenses incurred by the Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits. The Reinsurer will not reimburse the Ceding Company for routine claim and administration expenses.

Expenses which are excluded from this provision are salaries of officers or employees, or other routine office expenses of the Company; also excluded are expenses incurred in connection with a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits that the Company admits arc payable.

In the event that the Reinsurer agrees with a decision of the Company to contest, compromise, or litigate a claim or to rescind coverage by the Company under a reinsured policy, the Reinsurer agrees to reimburse the Company for any third party expenses, including but not limited to reasonable legal and investigative expenses that the Company may incur in seeking to contest, compromise, litigate a claim under such reinsured policy, or to rescind such reinsured policy. Such reimbursement shall be in the proportion that the Reinsurer’s net liability for such reinsured policy bears to the sum of the net liability of the Company and all reinsurers for such reinsured policy as of the date of death where the Company decides to contest, compromise, or litigate a claim under such reinsured policy, and as of the date of rescission where the Company decides to rescind such reinsured policy. The Reinsurer shall also pay its share of the claim itself, if applicable.

Extra Contractual Damages

In no event shall the Reinsurer participate in punitive, compensatory, or bad faith damages as described below, which are awarded against the Company as a result of an act, omission or course of conduct committed solely by the Company in connection with the insurance reinsured under this Agreement.

The Reinsurer shall, however, pay its share of statutory penalties awarded against the Company in connection with insurance reinsured under this Agreement if the Reinsurer elected to join in the contest of the coverage in question.

The parties recognize that circumstances may arise in which equity would require the Reinsurer, to the extent permitted by law, to share proportionately in certain assessed damages. Such circumstances are difficult to define in advance, but generally would be those situations in which the Reinsurer was an active party and consented to the act, omission or course of conduct of the Company, which directly results in the assessment of punitive and/or compensatory damages. In such situations, the Company and the Reinsurer shall share such damages so assessed, in equitable proportions.

For the purposes of this provision, the following definitions shall apply:

(a) “Punitive Damages” are those damages awarded as a penalty, the amount of which is not governed, nor fixed, by statute.

(b) “Statutory Penalties” are those amounts, which are awarded as a penalty, but fixed in amount by statute.

(c) “Compensatory Damages” are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

(d) “Bad Faith Damages” are those damages, which may be compensated by punitive damages and are awarded as a result of bad faith dealings on the part of the Company.

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ARTICLE IX

Dispute Resolution

Oversights

It is agreed that any unintentional or accidental failure to comply with the terms of this Agreement which can be shown to be the result of an oversight, misunderstanding or clerical error on the part of either party shall not be deemed to be an abrogation of the Agreement or an invalidation of the reinsurance. Upon discovery, the error shall be promptly corrected by both parties, being restored to the position they would have occupied had the oversight, misunderstanding or clerical error not occurred.

This provision shall apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Agreement and not to the administration of the insurance provided by the Company to its insured. Any negligent or deliberate acts or omissions by the Company regarding the insurance provided are the responsibility of the Company and its liability insurer, if any, but not that of the Reinsurer.

Arbitration

The Company and the Reinsurer shall attempt in good faith to negotiate a mutually acceptable solution to any controversy, dispute or claim arising out of or relating to this Agreement, or the breach thereof. Where the Company and the Reinsurer fail to reach a mutually acceptable solution, then either the Company or the Reinsurer may request that the controversy, dispute, claim, or breach of agreement be settled by arbitration, and the arbitrators, who shall regard this Agreement from the standpoint of practical business as well as the law, are empowered to determine as to the interpretation of the treaty obligation.

To initiate arbitration, either the Company or the Reinsurer will notify the other in writing of its desire to arbitrate, stating the nature of its dispute and remedy sought. The party to which the notice is sent will respond to the notification in writing within fifteen (15) days.

Within sixty (60) days of the date on which the party initiating the arbitration gives notice to the other party that it is initiating such arbitration, the Company and the Reinsurer shall each appoint one arbitrator. The two arbitrators shall select a third arbitrator within two weeks of the date on which the last of the two such arbitrators was appointed. Should the two arbitrators not agree on the choice of the third arbitrator, then the Company and the Reinsurer shall each name four (4) candidates to serve as arbitrator.

Beginning with the party who did not initiate arbitration, each party shall eliminate one candidate from the eight listed until one candidate remains. If this candidate declines to serve as the arbitrator, the candidate last eliminated will be approached to serve. This process shall be repeated until a candidate has agreed to serve as the third arbitrator.

All three arbitrators must be impartial present or former officers of Life Insurance Companies or Life Reinsurance Companies, excluding however, officers of the two parties to this Agreement, their affiliates or subsidiaries or past employees of any of these entities. The place of meeting of the arbitrators shall be decided by a majority vote of the arbitrators. The written decision of a majority of the arbitrators shall be final and binding on both parties and their respective successors and assigns. All costs of the arbitration and expenses and fees of the arbitrators shall be borne equally by the parties, unless otherwise ordered by the arbitrators.

The arbitrators shall render a decision within two months of the appointment of the third arbitrator, unless both parties agree otherwise. In the event no decision is rendered within four months, new arbitrators shall be selected as above.

Alternatively, if both parties consent, any controversy may be settled by arbitration in accordance with the rules of the American Arbitration Association.

15

ARTICLE IX (cont’d)

Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

It is specifically the intent of both parties that these arbitration provisions shall replace and be in lieu of any statutory arbitration provision, if the law so permits.

If more than one reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such reinsurers may consolidate and act as one party for purposes of arbitration and communications shall be made by the Company to each of the reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the reinsurers under the terms of this Agreement from several to joint.

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ARTICLE X

Financial Impairment and Insolvency

Financial Impairment of the Reinsurer

If the Reinsurer becomes financially impaired (as defined below), the Company may, at its option, recapture all of the reinsurance in force that was ceded to the Reinsurer under this Agreement, by providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture the reinsurance in force, regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured. The effective date of a recapture would be the date on which written notice is received.

The Reinsurer shall be considered financially impaired when (and shall inform the Company when):

(i) it is declared insolvent by the regulatory authority in the jurisdiction of the Reinsurer; or

(ii) its Total Adjusted Capital drops below 2.0 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled reinsurer.

In the event of the financial impairment of the Reinsurer, the Company may, at its option, cancel this Agreement for new business by promptly providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of the cancellation effective as of the date such written notice is received

Notwithstanding the foregoing, recapture will not be allowed due to insolvency or financial impairment if the Reinsurer, within 90 days of the advent of insolvency or financial impairment, establishes and maintains credit for reinsurance at 125% of the Company’s statutory reserve credit. Upon recapture the Company agrees to pay the Reinsurer a recapture fee equivalent to the present value of profits, if any.

Insolvency

For the purpose of this Agreement, the Company or the Reinsurer shall be deemed “insolvent” when it:

(a) applies for or consents to the appointment of a rehabilitator, conservator, liquidator or statutory successor of its properties or assets; or

(b) is adjudicated as bankrupt or insolvent; or

(c) files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or

(d) becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of the Company, or the Reinsurer, as the case may be.

In the event of the insolvency of the Reinsurer or the Company, any amounts owed by the Company to the Reinsurer and by the Reinsurer to the Company, under the Agreement, shall be set-off and only the balance shall be paid.

The Reinsurer shall be liable only for the amounts reinsured with the Reinsurer and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement with the Company.

17

ARTICLE X (cont’d)

In the event of the insolvency of the Company, the reinsurance obligations under this Agreement shall be payable by the Reinsurer directly to the Company, its liquidator, receiver, rehabilitator, conservator or statutory successor, immediately upon demand, with reasonable provision for verification on the basis of the claims allowed against the insolvent company by any court of competent jurisdiction or by any rehabilitator, receiver, conservator, liquidator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Company, or because the rehabilitator, receiver, conservator, liquidator or statutory successor has failed to pay all or a portion of any claims.

It is understood, however, that in the event of such insolvency, the rehabilitator, conservator, receiver, liquidator or statutory successor of the Company shall give written notice of the pendency of a claim against the Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceedings, and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator, rehabilitator, receiver, conservator or statutory successor.

It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance Agreement as though the Company had incurred such expense.

The Reinsurer will inform the Company should its Total Adjusted Capital drop below 2.0 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}), if it is a U.S. domiciled reinsurer; or if it has not satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled reinsurer. The Company will keep this information confidential and not release it without prior agreement of the Reinsurer. Under this situation the Company may recapture business under the same terms as in the immediate preceding paragraph.

The Company shall recapture business (if eligible per this Article) in accordance with the following rules:

(a) The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture.

(b) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(c) The Reinsurer shall be liable for its share of any claim incurred up to and including the date of recapture.

18

ARTICLE XI

Taxes & Expenses

DAC Tax

The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g)(8) of the Income Tax Regulation under Section 848 of the Internal Revenue code of 1986, as amended, whereby:

(a) the party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(l); and

(b) both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency.

The term “net consideration” will refer to either net consideration as defined in Regulation Section 1.848-2(f) (or gross amount of premiums and other consideration as defined in Regulation Section 1.848-3(b), as appropriate).

The method and timing of the exchange of this information is set out in Exhibit F.

This DAC Tax Election shall be effective for all years for which this Agreement remains in effect.

The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

The Reinsurer’s Taxes and Expenses

Apart from any taxes, allowances, commissions, refunds, and expenses specifically referred to elsewhere in this Agreement, the Reinsurer shall pay no commissions, allowances, taxes, or proportion of any expense to the Company in respect of any cession.

19

ARTICLE XII

General Provisions

Alterations to Agreement

Any alteration to this Agreement shall be null and void unless attached to the Agreement and signed by both parties.

Parties to Agreement

This is an Agreement solely between the Company and the Reinsurer. The acceptance of reinsurance hereunder shall not create any right or legal relation between the Reinsurer and the insured, beneficiary, or any other party to any policy of the Company, which may be reinsured hereunder.

Assignment

Neither the Company nor the Reinsurer may assign any of the rights and obligations under this Agreement, nor may either party sell, assumption reinsure or transfer the policies without the prior written consent of the other party. Consent will not be withheld if the assignment, sale, assumption reinsurance or transfer does not have a material effect on the risks transferred or the expected economic results to the party requested to consent. This provision shall not prohibit the Reinsurer from reinsuring the policies on an indemnity basis.

Entire Agreement

This Agreement represents the entire agreement between the Company and the Reinsurer and supercedes, with respect to its subject matter, any prior oral or written agreements between the parties. There are no understandings between the parties to this Agreement other than those expressed in the Agreement.

Good Faith

The Company and Reinsurer agree that all matters with respect to this Agreement require utmost good faith of both parties. The Reinsurer and the Company shall have the right, at any reasonable time, to inspect, audit and photocopy, at the other’s offices all records, books and documents relating to the reinsurance under this Agreement, which the Company or the Reinsurer shall make fully available immediately upon demand of the Reinsurer or the Company.

Each party represents and warrants to the other party that:

(i) it is solvent on a statutory basis in all states in which it does business or is licensed, and

(ii) (a) its Total Adjusted Capital is at least equal to 2.0 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled party, or

(b) it has satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled party.

Each party agrees to promptly notify the other if it subsequently becomes insolvent or financially impaired, as described in Article X.

Each party acknowledges that the other party has entered into this Agreement in reliance upon their representations and warranties. The Company affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a change in underwriting or issue practices or philosophy, a change in underwriting management personnel, or a change in the Company’s ownership or control.

20

ARTICLE XII (cont’d)

Offset

The Company and the Reinsurer will have the right to offset any balance or balances whether on account of premiums, allowances or claims due from one party to the other, under this Agreement or under any other reinsurance agreement between the Company and the Reinsurer.

The right of offset will not be affected or diminished because of the insolvency of either party.

Duration of Agreement

This Agreement is effective as of the effective date set out in Exhibit B and is unlimited as to its duration. Either party giving at least ninety (90) days notice to that effect by registered letter to the other party may terminate it for further new reinsurance. During the period of such ninety (90) days the Reinsurer shall continue to accept new reinsurance under the terms of this Agreement. This notification period would be waived in the event the Reinsurer is deemed insolvent as set out in Article X. Further, the Reinsurer remains liable for all cessions existing at the date of the expiration set forth in the notice until their natural expiration, unless the parties mutually decide otherwise or as specified otherwise in this Agreement.

Severability

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

Benefit

Except as otherwise provided, this Agreement shall be binding upon the parties hereto and their respective successors and assigns.

Confidentiality

Both the Company and the Reinsurer will hold confidential and not disclose or make competitive use of any shared proprietary information unless otherwise agreed to in writing, or unless the information otherwise becomes publicly available or the disclosure of which is required for retrocession purposes or has been permitted by law or is duly required by external auditors.

Construction

This Agreement shall be construed and administered in accordance with the laws of the State of Michigan and the rights and obligations of this Agreement shall, at all times, be regulated under the laws of the State of Michigan,

Lead Pool Reinsurer

Details on the Lead Pool Reinsurer are shown under Exhibit G.

21

Made in duplicate and executed by all parties.

Signed for and on behalf of:

John Hancock Life Insurance Company (U.S.A.)

of Bloomfield Hills, Michigan

On:	AUG 10 2005	On:	August 15, 2005
By:	/s/    Steve Finch	By:	/s/    Naveed Irshad
	Steve Finch		Naveed Irshad
Title:	SVP & CFO, U.S. Protection	Title:	VP, Product Management

Signed for and on behalf of:

Optimum Re Insurance Company

of Dallas, Texas

On:	July 5th, 2006	On:	06-29-2006
By:	/s/    Remi Houle	By:	/s/    Mario Georgiev
Title:	V.P. Risk Management	Title:	PRESIDENT

22

EXHIBIT A-I

Page 1

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Historical Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	N/A**		BI	January 1, 2005
CVUL	COLI Variable Universal Life	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	January 2005		BI	January 1, 2005
VUL05	Protection Variable Universal Life 2005	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	November 2005		BI	November 2005

23

EXHIBIT A-I

Page 2

Plans Reinsured
Acronym	Survivorship Plans	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	January 1997		BII	January 1,2005
STERM	Survivorship Term	January 1999		BII	January 1,2005
S2CVD	Survivorship Universal Life (CV Enhancement)	January 2003		BII	January 1,2005
S2CVL	Survivorship Universal Life (CV Enhancement)	January 2003		BII	January 1,2005
SVL03	Survivorship Venture VUL	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	February 2004		BII	January 1, 2005

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A*	Maturity Extension	ROP	Return of Premium
CEO	Cash Enhancement Option	ROPE	Return of Premium Payable on the Last Death
ChLI	Change of Life Insured	N/A*	6 Month Exchange
ENLG	Extended No Lapse Guarantee	STI (SIO)	Supplementary Term Insurance
LP	Life Plus
Policy Features on all plans:
•     Six month Policy Exchange program
•     Maturity Extension

* Note: Acronyms for Plans, Riders & Benefits are not available.

** Note: Launch date not available.

24

EXHIBIT A-II

THE COMPANY’S UNDERWRITING FORMS,

EVIDENCE, AND ISSUE RULES

The following information and items are to be provided to the Reinsurer upon request:

1. Application for Life Insurance Package and Medical Exam Form

2. Temporary Insurance Agreement

3. Reinstatement Rules

TEMPORARY INSURANCE AGREEMENT

The Reinsurer’s liability shall not exceed the Reinsurer’s proportionate share of the amount stated in the Company’s Temporary Insurance Agreement (TIA). However, it is understood that the Reinsurer agrees to accept it’s proportionate share of the Company’s portion under the TIA, if the Company has no available retention.

The Company’s maximum TIA liability is $1,000,000 for single life policies and $5,000,000 for survivorship policies.

Locked in Insurability:

Once a TIA is completed and provided all the conditions are met, changes in insurability that post-date the TIA, while it is in effect, will be ignored for the lesser of the face amount or $1,000,000 individual, $5,000,000 survivorship.

25

EXHIBIT A-III

POOL PARTICIPANTS

@ January 1, 2005

REINSURER	AUTOMATIC SHARES
Transamerica Occidental Life Insurance Company	30	%
Munich American Reassurance Company	20	%
Generali USA Life Reassurance Company	20	%
Optimum Re Insurance Company	10	%

26

EXHIBIT B

Page 1

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five-year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A List”, outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A list” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A List” shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 10% (ten percent) first-dollar quota share of the policy, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 12.5% (twelve point five percent) first-dollar quota share of the policy will be reinsured with the Reinsurer equal up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

Any application may be offered for Facultative Reinsurance Coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

27

EXHIBIT B

Page 2

11. RATE GUARANTEE:

YRT rates are guaranteed not to exceed the one-year term rate calculated using the appropriate guaranteed interest assumption and the 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker, Sex Distinct Mortality Table. In addition, the Reinsurer guarantees not to raise the YRT rates unless         [*]         In addition, this guarantee is contingent upon the Company adhering to the underwriting standards and any other treaty terms that have been presented as part of the basis of this Agreement.

Deficiency Reserves:

The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that the Reinsurer will not be required to hold any amount of U.S. statutory deficiency reserve amounts by virtue of the assurances provided above. Should the Reinsurer at any time be required to establish or maintain any such deficiency reserve amounts by the insurance regulatory authority in its state of domicile, upon the Reinsurers written notice to the Company thereof, this agreement will be automatically modified and amended to delete the provision above.

12. MINIMUM FINAL CESSION: Zero

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy. The convertibility period of an STERM policy is on or before the expiry date of the policy.

15. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

28

EXHIBIT B-I

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the        [*]        . The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be        [*].

For Polices with five Underwriting Classes:
Underwriting Class	Rate as a function of [*]
Super Preferred Non-Smoker	[*]%
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%
For Policies with four Underwriting Classes:
Underwriting Class	Rate as a function of [*]
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

29

EXHIBIT B-I

Page 2

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated/1000)^{multiplerating}, 1]}

• the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease, with the exception of whole life.

7. INCREASING PLANS/RIDERS (INCLUDING ROP):

If life insurance on a reinsured policy is increased and the increase is subject to new underwriting evidence, then the increase of life insurance on the reinsured policy will be administered the same as the issuance of a new policy.

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criterion are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the maximum increase has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate¹ death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintain the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

¹ Ultimate is the maximum death benefit amount in any given duration, over the life of the policy.

30

EXHIBIT B-I

Page 3

8. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider, and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

For cases that are ceded automatically, the Company will ensure that the total amount ceded to the Reinsurer will never exceed the maximum amount, as outlined in Exhibit D.

31

EXHIBIT B-II

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the        [*]         by the appropriate percentage as follows:

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]
Super Preferred Non-Smoker	[*]%
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first policy year, set the premium to         [*].

(v) For renewal years, take the larger of        [*]        per $1,000 or the YRT rate developed in (i) to (iii) above.

32

EXHIBIT B-II

Page 2

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating from 501% up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated/1000)^{multiple rating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

* the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $ 1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

33

EXHIBIT B-II

Page 3

6. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

7. INCREASING PLANS/RIDERS (INCLUDING ROP):

If life insurance on a reinsured policy is increased and the increase is subject to new underwriting evidence, then the increase of life insurance on the reinsured policy will be administered the same as the issuance of a new policy.

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criterion are met;

iv.) the increase(s) are scheduled and known at issue; or

v.) the maximum increase has been capped at issue; and

vi.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate² death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintain the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

8. RETURN OF PREMIUM RIDER: For products issued with a Return of Premium Rider, and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy.

If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

² Ultimate is the maximum death benefit amount in any given duration, over the life of the policy.

34

EXHIBIT C

RETENTION LIMITS

Life:

The Company will retain 20% first dollar quota share of each policy up to the following Corporate Retention Limits.

It is understood that if the Company has retention on existing insurance, the Company may retain less than 20% of a policy reinsured under this Agreement, in order to avoid exceeding the Company’s Corporate Retention Limits.

Individual Corporate Retention Limits Per Life:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
20-70 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, we will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, we will offer our full retention based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

a. If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

b. If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

c. If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

d. If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

35

EXHIBIT D

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The Company reinsures 80% of the risk. Once (if) the Company’s corporate retention is full, 100% of the risk is reinsured. The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil
Survivorship Automatic Limits (based on the better life):
Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$50,000,000	$25,000,000
71 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

The Reinsurer agrees to accept 10% (ten percent) first dollar quota share of the policy or 12.5% (twelve point five percent) of the Automatic Reinsurance Pool Capacity, (as specified in Exhibit B), up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits, below. It is understood that if the Company’s corporate retention limits are full on a life, 100% of the risk will be ceded to the pool of which the Reinsurer’s share is 12.5% (twelve point five percent) up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits.

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$5,000,000	$5,000,000	$5,000,000	$2,500,000
76 – 80	$5,000,000	$2,500,000	$1,875,000	$1,250,000
81 – 85	$1,875,000	$1,875,000	$625,000	Nil
86 – 90	$312,500	Nil	Nil	Nil
Survivorship Automatic Limits (based on the better life):
Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$6,250,000	$6,250,000	$6,250,000	$3,125,000
71 – 80	$3,125,000	$3,125,000	$3,125,000	$1,250,000
81 – 85	$625,000	$625,000	$625,000	Nil
86 – 90	$312,500	Nil	Nil	Nil

36

EXHIBIT D

Page 2

Notes:

• The Automatic Limit for Entertainment and Sports Figures is $20,000,000, for Issue Ages 0-80.

• Aviation risks, the automatic binding limit will apply to ages 20-70 and maximum rating of Table 4 unless issued with an aviation exclusion.

• If the Company’s retention is reduced for discretionary reasons notification shall be sent to the Reinsurer and the Reinsurer may proportionately reduce the automatic binding limit.

• Foreign Travel Details:

The following applies to US citizens or permanent residents living abroad for up to a maximum of 5 years. This includes residents of Guam, Puerto Rico and US Virgin Islands. They must be permanent US residents prior to the travel and be returning to permanent resident status within 5 years.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

• Foreign Nationals Details:

This section applies to policies solicited and issued in the U.S. only and excludes any country listed on the U.S. State Department warning list found at www.travel.state.gov/travel/warnings_current.html on business underwritten as of the underwriting commitment date.

The following applies to residents of foreign countries (“A” countries listed below).

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

Note: Automatic business is not allowed for any “A” country with a travel warning in effect.

“A” List Countries

An asterisk indicates that preferred rates are available. All other cases are to be issued standard, not preferred.

Andorra*, Argentina, Australia*, Austria*, Bahamas*, Barbados*, Belgium*, Bermuda*, British Virgin Islands*, Canada*, Cayman Islands*, Chile, Costa Rica, Denmark*, Finland*, France*, Germany*, Greece*, Hong Kong*, Iceland*, Ireland*, Italy*, Liechtenstein*, Luxembourg*, Malta*, Mexico*, Monaco*, Netherlands*, New Zealand*, Norway*, Panama, Portugal*, San Marino*, Singapore*, Spain*, Sweden*, Switzerland*, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland)*

37

EXHIBIT D

Page 3

Jumbo Limits:

The Jumbo Limit is defined as the total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced.

Issue Age	Super Preferred – Table 16
0-80	$	65,000,000
81-90	$	50,000,000

Formal applications are any direct life insurance companies’ fully completed applications for life insurance signed by all applicable parties, dated and witnessed.

Notes:

¡ The Jumbo Limit for Entertainment and Professional Athletes apply to Issue Ages 0-80 only

¡ The Jumbo Limits for Aviation risks are reduced proportionately according to the Company’s normal retention reduction

38

EXHIBIT E

REINSURANCE REPORTS

DATA NOTIFICATION: The Company shall send to the Reinsurer reports, in substantial compliance with the Society of Actuaries Guidelines, at the times indicated below:

Report	Frequency	Due Date
Billing Statement (by Treaty, totals by Reinsurer )	Monthly	10 days after month end
Reinsurance Policy Exhibit (Summary of movement during the past period)	Monthly / Quarterly/Annually	10 days after period due
Reinsurance Listing In-Force Report	Quarterly	10 days after quarter end
Net Amount at Risk & Premiums	Quarterly	10 days after quarter end
Total Reserves (when required) (Summary)	Quarterly	17 days after quarter end
Initial Notice of Claim	Monthly	Monthly
Statement of Claims Incurred (New Claims for the Month)	Monthly	10 days after month end
Statement of Reinsured Claims Collected (Claims Netted off the Current Statement)	Monthly	10 days after month end
Increasing Risk – Ultimate Death Benefit Report	Monthly	10 days after month end

39

EXHIBIT E

Page 2

NOTIFICATION OF ACCEPTANCE OF FACULTATIVE OFFER: The Company will advise the Reinsurer of its acceptance of the Reinsurer’s underwriting decision pertaining to facultative business by sending written notice to the Reinsurer within 120 days of receipt of such offer. The full details of the facultative new business shall be outlined on the Company’s Policy Detail Report.

ERRORS AND OMISSIONS: Should any items be inadvertently omitted from or entered in error on a reinsurance report, such omissions or errors shall not affect the liability of the Reinsurer in regard to any cession and the mistakes shall be rectified upon discovery. This does not waive any rights outlined in Article IX.

THE REINSURER’S RATINGS: The Company may annually request the most recent credit rating reports on the Reinsurer issued by Standard & Poor’s and/ /or A.M. Best Company. These credit reports done by the credit agency should include sections that indicate the assigned rating for the Reinsurer, the rationale for the rating, the outlook for the Reinsurer and a business and financial profile.

RESERVES:

Quarter End Reserves: The Company shall advise the Reinsurer within 17 working days of the end of each quarter, of the amount of reserves calculated on the reinsurance in force under this Agreement, as of the end of the preceding quarter. Any estimated figures provided should be confirmed by actual reserve figures,

Year End Reserves: By February 15th of each year, the Company’s valuation actuary shall certify the amount of reserves calculated on the reinsurance in force under this Agreement as of December 31st of the preceding year.

YRT Deficiency Reserves: If deficiency reserves are required to be held by the Company on any reinsured policy, the entire amount of any such reserve will be established and held by the Company.

40

EXHIBIT F

DAC TAX ELECTION

Method of Exchanging Information

The Reinsurer and the Company agree to the DAC Tax Election and accordingly will exchange information in the following manner:

1. The Company will submit a Schedule to the Reinsurer by May 1st, of each year, of its calculation of the net consideration (as referred to in Article XII) for the preceding calendar year.

2. The Reinsurer, in turn, will complete the Schedule by indicating acceptance of the Company’s calculations of the net consideration or by noting any discrepancies. The Reinsurer will return the completed Schedule to the Company by June 1st, of each year.

3. If there are any discrepancies between the Company’s and the Reinsurer’s calculation of the net consideration, the parties will act in good faith to resolve the discrepancies by July 1st, of each year.

41

EXHIBIT G

LEAD REINSURER

Responsibility of Lead Reinsurer

The Lead Reinsurer for underwriting purposes is Transamerica Occidental Life Insurance Company.

The Company may contact the Lead Reinsurer verbally or in writing on a case that otherwise falls within the automatic binding parameters when a second opinion of a medical, non-medical or financial nature is desired. The Company shall recommend a rating or course of action, and request that the Lead Reinsurer concur with that recommendation, thereby binding all pool members.

In addition to making a decision to bind all pool members, the Lead Reinsurer may alternatively agree to accept their pool share only, recommend an alternate decision that would be acceptable to the pool, or recommend that the case be submitted facultatively to all pool members.

Cases outside of the pool automatic binding limits will be handled on a traditional facultative basis as set forth in this Agreement.

APPLICABLE AUTOBIND LIMITS:

Maximum age - 80

Maximum face amount: Domestic cases $25,000,000

Foreign Residence/Travel cases to A Countries only $5,000,000

APPLICABLE JUMBO LIMITS:

Domestic cases $65,000,000; Foreign Residence/Travel cases to A countries only $20,000,000

42

EXHIBIT H

ROUTINE UNDERWRITING REQUIREMENT

43

Effective April 8, 2005   New Routine Medical Underwriting Requirements   •    Requirements are based on age as of nearest birthday   •    For each Proposed Insured on a Survivorship case, routine underwriting requirements are based on half the amount applied for unless one life is uninsurable

AGE	0 – 15	16 – 40	41 – 50	51 – 55	56 – 65	66 – 70	71 – 74	75 – 79	80 – 902
AMOUNT
up to 500,000	Health Questionnaire	Para1, BCP, Micro	Para1, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
500,001 – 1,000,000	Health Questionnaire	Para, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
1,000,001 – 3,000,000	Exam, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
3,000,001 – 5,000,000	Exam, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
5,000,001 – 10,000,000	Exam, BCP, Micro	Exam, BCP, Micro	Exam, BCP, Micro, EKG	Exam, BCP Micro, EKG	Exam, BCP, Micro, EKG (Non-Smoker), TST (Smoker)	Exam, BCP, Micro, EKG (Non-Smoker), TST (Smoker)	Exam, BCP, Micro, EKG (Non-Smoker), TST (Smoker)	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
10,000,001 + Up	Exam, BCP, Micro	Exam, BCP, Micro	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, TST	Exam, BCP, Micro, TST	Exam, BCP, Micro, TST	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG

LEGEND	BCP	Blood Chemistry Profile
	EKG	Electrocardiogram
	Exam	MD Examination
	Micro	Urinalysis
	TST	Treadmill Stress Test

¹ Health Questionnaire and Physical Measurements may be substituted for a Paramedical.

² We will accept another company’s exam form as part of our routine medical requirements. However, for clients ages 80 and older, we will also require EITHER a completed John Hancock Medical Exam (April 2005 version) OR the other company’s exam plus Nation’s CareLink’s Cognitive and Mobility Assessment (which must be completed by Nation’s CareLink).

IMPORTANT NOTES

Requirements are based on the amount applied for and placed with John Hancock within the last 12 months. If an individual and survivorship policy are applied for, requirements are based on the amount applied for under the individual policy plus half the amount applied for under the survivorship policy.

If one life is uninsurable on a survivorship case, evidence for the insurable life is based on the full amount applied for under the survivorship case and only a Health Questionnaire is required on the uninsurable life.

Additional underwriting requirements such as chest xrays, treadmills, PFTs or cognitive assessment may be required by the underwriter due to the Proposed Insured’s medical history, or circumstances of a case or facultative reinsurance.

Requirements do not apply to COLI or LTC. For more information on COLI, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter. Requirements for stand alone LTC coverage are according to the LTC routine underwriting requirements.

Page 1 of 3. Not valid without all pages.

Routine Medical Underwriting Requirements

We want to make it easier for you and your client. With this in mind, we are offering you several ways to complete the routine medical underwriting requirements.

1. John Hancock will accept a John Hancock Medical Exam (April 2005 version) completed by the proposed insured’s attending physician. The doctor can also complete the routine medical requirements.

The John Hancock Medical Exam form (April 2005 version) can be obtained from the Online New Business Forms section of www.jhsalesnet.com.

2. Order the John Hancock Medical Exam (April 2005 version) and all routine medical requirements:

APPS	Order requirements via 1-800-727-2999 or www.appsnet.com
EMSI	Order requirements via 1-800-872-3674
ExamOne	Order requirements via 1-877-933-9261 or online at www.examone.com
Portamedic	Order requirements via 1-800-765-1010
Superior Mobile Medics	Order requirements via 1-800-898-3926

3. We will accept another company’s exam form as part of our routine medical requirements. However, for clients ages 80 and older, we will also require EITHER a completed John Hancock Medical Exam (April 2005 version) OR the other company’s exam plus Nation’s CareLink’s Cognitive and Mobility Assessment (which must be completed by Nation’s CareLink). Order a Nation’s CareLink Cognitive & Mobility Assessment via 1-800-201-8897, or Online at www.ncl-link.com, Username: USLife, Password: Lifef2f

For more information, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter.

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EXHIBIT I

SUPER PREFERRED AND PREFERRED UNDERWRITING CRETERIA

44

Effective January 1, 2005
	New Preferred and Super Preferred Underwriting Criteria Ages 18 – 70*

Preferred Criteria		Super Preferred Criteria
Blood Pressure (Treated and Untreated)		Blood Pressure (Treated and Untreated)
Up to 140/85	Age 18-50	Up to 135/85	Age 18-50
Up to 145/90	Age 51-70	Up to 140/90	Age 51-70
Build		Build
See Preferred Build Chart for ages 18-70		See Super Preferred Build Chart for ages 18-70
Cholesterol (Treated and Untreated)		Cholesterol (Treated and Untreated)
Up to 250 mg/dl	Age 18-50	Up to 230 mg/dl	Age 18-50
Up to 270 mg/dl	Age 51-70	Up to 250 mg/dl	Age 51-70
*  Total cholesterol up to 300 is OK for Preferred if CHL/HDL ratio is 1 less than the published limit		*  Total cholesterol up to 300 is OK for Super Preferred if CHL/HDL ratio is 1 less than the published limit
Chol/HDL ratio (Treated and Untreated)		Chol/HDL ratio (Treated and Untreated)
Up to 5	Age 18-50	Up to 4.5	Age 18-50
Up to 5.5	Age 51-70	Up to 5	Age 51-70
*  Total Cholesterol up to 300 is OK for Preferred if CHL/HDL ratio is 1 less than the published limit		*  Total Cholesterol up to 300 is OK for Super Preferred if CHL/HDL ratio is 1 less than the published limit
Personal History		Personal History
No history of Cancer,* Coronary Artery Disease, Cerebrovascular Disease or Diabetes*		No history of Cancer, Coronary Artery Disease, Cerebrovascular Disease or Diabetes
No current rateable impairment
*  Some cases may qualify for Preferred
Family History		Family History
No more than one death of a parent or sibling prior to age 60 from Coronary Artery Disease or Cancer		No death of a parent or sibling prior to age 60 from Coronary Artery Disease or Cancer
Alcohol/Drug		Alcohol/Drug
No history of alcohol/drug abuse or treatment within the past 10 years		No history of alcohol/drug abuse or treatment within the past 10 years
DWI/Reckless		DWI/Reckless
No driving while intoxicated or reckless driving conviction within the last 5 years and no more than one conviction ever		No driving while intoxicated or reckless driving conviction within the last 10 years and no more than one conviction ever.
MVR		MVR
Maximum of 2 moving violations within the last 2 years		Maximum of 1 moving violation within the last 2 years
Aviation		Aviation
Only available to private pilots with more than 300 hours of experience who fly 25-200 hours yearly and have IFR or pilots and crew on regularly scheduled airline flights		No participation within the past 12 months
Preferred with a flat extra or aviation exclusion may be available
Hazardous Sports		Hazardous Sports
No participation in a rateable sport.		No participation within the past 12 months
Preferred with a flat extra may be available

PREFERRED BUILD CHART AGES 18 – 70
HEIGHT	4’8”	4’9”	4’10”	4’11”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”
WEIGHT	142	147	152	158	164	170	176	182	186	192	197	203	208	214	219	225	231	237	243	249	255	261	268

SUPER PREFERRED BUILD CHART AGES 18 – 70
HEIGHT	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”	6’7”
WEIGHT	145	149	153	157	162	166	170	176	182	187	193	199	205	210	216	220	223	227	231	235

* Refer to the specific product technical guide to determine the availability of Preferred and/or Super Preferred and for the ages where Preferred and Super Preferred rates are available.

For financial professional use only. Not for use with the public. Page 1 of 2. Not valid without all pages.

Effective January 1, 2005

New Preferred and Super Preferred

Underwriting Criteria

Ages 71 and older*

Preferred Criteria	Super Preferred Criteria
Blood Pressure (Treated and Untreated)	Blood Pressure (Treated and Untreated)
Up to 145/90	Up to 140/90
	Pulse pressure should be less than or equal to 65
Build	Build
See Preferred Build Chart for Ages 71 and older	See Super Preferred Build Chart for Ages 71 and older
	Demonstrated stable weight for at least the past 3 years
Cholesterol (Treated and Untreated)	Cholesterol (Treated and Untreated)
Over 159 mg/dl, but less than 300 mg/dl	Over 175 mg/dl but less than 280 mg/dl
HDL Cholesterol	HDL Cholesterol (Treated and Untreated)
Must exceed 35 mg/dl	Must exceed 40 mg/dl
Serum Albumin	Serum Albumin
Must exceed 3.6 g/dl	Must be equal to or greater than 4.0 g/dl
	Creatinine
	Must be within normal limits
Functional	Functional
Must have the ability to independently perform all the activities of daily living	Must have the ability to independently perform all the activities of daily living
Cognitive	Cognitive
No evidence of cognitive impairment	No evidence of cognitive impairment
Personal History	Personal History
No history of Cancer,* Coronary Artery Disease, Cerebrovascular Disease or Diabetes,* No current rateable impairment. *  Some cases may qualify for Preferred	No history of Cancer, Cardiovascular disease, Cerebrovascular disease or Diabetes. No current impairment.
Alcohol/Drug	Alcohol/Drug
No history of alcohol/drug abuse or treatment within the past 10 years	No history of alcohol/drug abuse or treatment within the past 10 years
DWI/Reckless	DWI/Reckless
No driving while intoxicated or reckless driving conviction within the last 5 years and no more than one conviction ever.	No driving while intoxicated or reckless driving conviction within the last 10 years and no more than one conviction ever
MVR	MVR
Maximum of 1 moving violation within the last 2 years.	No moving violations within the past 2 years
Aviation	Aviation
No participation in the last 12 months	No participation within the past 12 months
Hazardous Sports	Hazardous Sports
No participation in the last 12 months	No participation within the past 12 months

PREFERRED BUILD CHART AGES 71 AND OLDER
HEIGHT	4’8”	4’9”	4’10”	4’11”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”
WEIGHT (Max.)	142	147	152	158	164	170	176	182	186	192	197	203	208	214	219	225	231	237	243	249	255	261	268
WEIGHT (Min.)	97	99	102	104	106	109	111	114	118	121	124	127	130	134	138	141	145	148	152	156	161	165	170
SUPER PREFERRED BUILD CHART AGES 71 AND OLDER
HEIGHT	4’8”	4’9”	4’10”	4’11”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”
WEIGHT (Max.)	132	137	142	148	154	160	166	172	176	182	187	193	198	204	209	215	221	227	233	239	245	251	258
WEIGHT (Min.)	97	99	102	104	106	109	111	114	118	121	124	127	130	134	138	141	145	148	152	156	161	165	170

* Refer to the specific product technical guide to determine the availability of Preferred and/or Super Preferred and for the ages where Preferred and Super Preferred rates are available.

For financial professional use only. Not for use with the public.	Page 2 of 2. Not valid without all pages.
Insurance products issued by John Hancock Life insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116 ©2005. John Hancock Life Insurance Company (U.S.A.). All rights reserved. ML11221044547

Individual Non-Medical Requirements		Survivorship Non-Medical Requirements
To Age 65		To Age 65
$1,000,001 – $2,500,000	BBR if applicable	$2,500,000 – $5,000,000	BBR if applicable
$2,500,001 – $7,500,000	telephone interview, BBR if applicable	$5,000,001 –  $7,500,000	telephone interview, BBR if applicable
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$7,500,001 –  $10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
		$10,000,001 and up	inspection report plus spouse inspection report, BBR if applicable, third party verification of income and net worth1
MVR is required at all amounts for Proposed Insureds age 16 and older		MVR required at all amounts for Proposed Insureds age 16 and older
Age 66 – 79		Age 66 – 79
$1,000,001 – $5,000,000	telephone interview, BBR if applicable	$1,000,001 – $2,000,000	BBR if applicable
$5,000,001 – $7,500,000	telephone interview, BBR if applicable, third party verification of income and net worth1	$2,000,001 – $5,000,000	telephone interview, BBR if applicable
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$5,000,001 – 10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
		$10,000,001 and up	inspection report plus spouse inspection report, BBR if applicable, third party verification of income and net worth1
If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required		If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required
MVR is required at all amounts		MVR is required at all amounts
Age 80 – 90		Age 80 – 90
$1,000,001 – $2,500,000	telephone interview, BBR if applicable	$2,000,001 – $2,500,000	telephone interview, BBR if applicable
$2,500,001 – $7,500,000	telephone interview, BBR if applicable, third party verification of income and net worth1	$2,500,001 – $10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$10,000,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1
If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required		If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required
MVR is required at all amounts		MVR is required at all amounts

LEGEND MVR    Motor Vehicle Record BBR    Business Beneficiary Report

IMPORTANT NOTE
John Hancock has distributed its own telephone interview script to vendors – Reliable, EMSI, SBSI, Hooper Holmes/Portamedic. Please request it when ordering a telephone interview on a John Hancock application.	For financial professional use only. Not for use with the public.

¹ Third party verification of income (earned and unearned) and net worth must be provided by someone who is independent of the sale such as a CPA, personal attorney or personal banker. We will accept verification of finances either through an inspection report or a letter from the third party.

Insurance products issued by John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116. ©2005, John Hancock Life Insurance Company (U.S.A.). All rights reserved. MLI0408055245   Page 3 of 3. Not valid without all pages.

AMENDMENT NO. 1

TO REINSURANCE AGREEMENT No. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement number AG19C01, effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS effective December 13, 2005 (the “Effective Date”) the Reinsurer has agreed to extend coverage under this Agreement to policies of insureds classified by the Company as Foreign Travel and Foreign Nationals to include the B countries, listed below;

“B” Countries:

Anguilla	Antigua & Barbuda	Canary Islands (Spain)
Czech Republic	Cyprus (Southern)	Dominican Republic
Grenada	Guadeloupe	Hungary
Japan	Macau	Martinique
Netherlands Antilles	Poland	South Korea
St. Kitts & Nevis	St. Lucia	St. Vincent & the Grenadines
Trinidad & Tobago	Turks and Caicos Islands

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit B, section 3, Residency Requirements in the Agreement, shall be replaced in full by the revised Exhibit B, section 3, attached.

2. The revised Page 2 of Exhibit D, attached, shall replace Page 2 of Exhibit D in the Agreement in full.

3. The revised Exhibit G, Lead Reinsurer attached, shall replace Exhibit G in the Agreement, in full.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories as of the date first written above.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP & CFO, U.S. Insurance	Title:	AVP Product Development
Date:	JULY 31, 2006	Date:	Aug 9/06

Signed for and on behalf of

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

By:	/s/    Mario Georgiev	By:	/s/    Remi Houle
Title:	President	Title:	V.P., Risk Management
Date:	August 28th, 2006	Date:	August 31st, 2006

RESIDENCY REQUIREMENTS (revised as of December 13, 2005): The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A” and “B” Lists outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A” and/ or “B” lists of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A” and “B” List shall be covered under this Agreement.

EXHIBIT D

Page 2

(Revised as of December 13, 2005)

Notes:

• The Automatic Limit for Entertainment and Sports Figures is $20,000,000, for Issue Ages 0-80.

• Aviation risks, the automatic binding limit will apply to ages 20-70 and maximum rating of Table 4 unless issued with an aviation exclusion.

• If the Company’s retention is reduced for discretionary reasons notification shall be sent to the Reinsurer and the Reinsurer may proportionately reduce the automatic binding limit.

• Foreign Travel Details (for “A” and “B” List countries below):

The following applies to US citizens or permanent residents living abroad for up to a maximum of 5 years. This includes residents of Guam, Puerto Rico and US Virgin Islands. They must be permanent US residents prior to the travel and be returning to permanent resident status within 5 years.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

• Foreign Nationals Details:

This section applies to policies solicited and issued in the U.S. only and excludes any country listed on the U.S. State Department warning list found at www.travel.state.gov/travel/warnings_current.html on business underwritten as of the underwriting commitment date.

The following applies to residents of foreign countries (“A” and “B” List countries below).

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

Note: Automatic business is not allowed for any “A” or “B” List country with a travel warning in effect.

“A” List Countries

An asterisk indicates that preferred rates are available. All other cases are to be issued standard, not preferred.

Andorra*, Argentina, Australia*, Austria*, Bahamas*, Barbados*, Belgium*, Bermuda*, British Virgin Islands*, Canada*, Cayman Islands*, Chile, Costa Rica, Denmark*, Finland*, France*, Germany*, Greece*, Hong Kong*, Iceland*, Ireland*, Italy*, Liechtenstein*, Luxembourg*, Malta*, Mexico*, Monaco*, Netherlands*, New Zealand*, Norway*, Panama, Portugal*, San Marino*, Singapore*, Spain*, Sweden*, Switzerland*, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland)*

“B” List Countries

Anguilla, Antigua & Barbuda, Canary Islands (Spain), Czech Republic, Cyprus (Southern), Dominican Republic, Grenada, Guadeloupe, Hungary, Japan, Macau, Martinique, Netherlands Antilles, Poland, South Korea, St. Kitts & Nevis, St. Lucia, St. Vincent & the Grenadines, Trinidad & Tobago, Turks and Caicos Islands.

EXHIBIT G

(Revised as of December 13, 2005)

LEAD REINSURER

Responsibility of Lead Reinsurer

The Lead Reinsurer for underwriting purposes is Transamerica Occidental Life Insurance Company.

The Company may contact the Lead Reinsurer verbally or in writing on a case that otherwise falls within the automatic binding parameters when a second opinion of a medical, non-medical or financial nature is desired. The Company shall recommend a rating or course of action, and request that the Lead Reinsurer concur with that recommendation, thereby binding all pool members.

In addition to making a decision to bind all pool members, the Lead Reinsurer may alternatively agree to accept their pool share only, recommend an alternate decision that would be acceptable to the pool, or recommend that the case be submitted facultatively to all pool members.

Cases outside of the pool automatic binding limits will be handled on a traditional facultative basis as set forth in this Agreement.

APPLICABLE AUTOBIND LIMITS:

Maximum age - 80

Maximum face amount: Domestic cases $25,000,000

Foreign Residence/Travel cases to “A” and “B” Countries only $5,000,000

APPLICABLE JUMBO LIMITS:

Domestic cases $65,000,000; Foreign Residence/Travel cases to “A” and “B” countries only $20,000,000

AMENDMENT NO. 2

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of January 20, 2006 (the “Effective Date”), it is agreed that the following Plans and Benefits will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
AUL06	Accumulation Universal Life 2006
AVL06	Accumulation Variable Universal Life 2006
ULG06	Protection Universal Life 2006
Acronym	Rider/ Benefit Name
SFA	Supplemental Face Amount

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plans and benefit set forth in the tables above. The amended Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

ALSO as of January 1, 2005, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit B has been amended to include the Return of Premium Rider (ROP) section previously outlined in Exhibit B-I and B-II. The Increasing Plans/Riders section also previously outlined in Exhibit B-I and B-II has been revised and moved to Exhibit B. The amended Exhibit B attached hereto will replace the current Exhibit B in the Agreement.

2. Exhibit B-I has been amended by deleting the sections on Return of Premium Rider (ROP) and Increasing Plans/Riders. The amended Exhibit B-I attached hereto will replace the current Exhibit B-I in the Agreement.

3. Exhibit B-II has been amended by deleting the sections on Return of Premium Rider (ROP) and Increasing Plans/Riders. The amended Exhibit B-II attached hereto will replace the current Exhibit B-II in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Oct 20, 2006	Date:	Nov 9/06
Signed for and on behalf of OPTIMUM RE INSURANCE COMPANY of Dallas, Texas
By:	/s/    SEBASTIEN BLONDEAU	By:	/s/    MARIO GEORGIEV
	SEBASTIEN BLONDEAU		MARIO GEORGIEV
Title:	VP, Actuarial	Title:	PRESIDENT
Date:	Nov 3, 2006	Date:	Nov 3, 06

EXHIBIT A-I

Page 1

(Revised as of January 20, 2006)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006

EXHIBIT A-I

Page 2

(Revised as of January 20, 2006)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STREM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	ROP	Return of Premium
CEO	Cash Enhancement Option	ROPE	Return of Premium Payable on the Last Death
ChLI	Change of Life Insured	N/A	6 Month Exchange (applicable to all plans)
ENLG	Extended No Lapse Guarantee	STI (SIO)	Supplementary Term Insurance
LP	Life Plus
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

EXHIBIT B

Page 1

(Revised as of January 1, 2005)

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A” and “B” Lists outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A” and/ or “B” lists of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A” and “B” List shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 10% (ten percent) first-dollar quota share of the policy, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 12.5% (twelve point five percent) first-dollar quota share of the policy will be reinsured with the Reinsurer equal up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

Any application may be offered for Facultative Reinsurance Coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

EXHIBIT B

Page 2

(Revised as of January 1, 2005)

11. RATE GUARANTEE:

YRT rates are guaranteed not to exceed the one-year term rate calculated using the appropriate guaranteed interest assumption and the 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker, Sex Distinct Mortality Table. In addition, the Reinsurer guarantees not to raise the YRT rates         [*]        . In addition, this guarantee is contingent upon John Hancock (U.S.A.) adhering to the underwriting standards and any other treaty terms that have been presented as part of the basis of this Agreement.

Deficiency Reserves:

The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that the Reinsurer will not be required to hold any amount of U.S. statutory deficiency reserve amounts by virtue of the assurances provided above. Should the Reinsurer at any time be required to establish or maintain any such deficiency reserve amounts by the insurance regulatory authority in its state of domicile, upon the Reinsurers written notice to the Company thereof, this agreement will be automatically modified and amended to delete the provision above.

12. MINIMUM FINAL CESSION: Zero

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy. The convertibility period of an STERM policy is on or before the expiry date of the policy.

15. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

EXHIBIT B

Page 3

(Revised as of January 1, 2005)

19. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which, also include No Lapse Guarantee protection the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

For cases that are ceded automatically, the Company will ensure that the total amount ceded to the Reinsurer will never exceed the maximum amount, as outlined in Exhibit D.

20. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

a.    Manulife Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and such increases will only be ceded to this pool if the pool remains open to other new business.

b.    John Hancock Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool, at the same share and using the same set of rates as the original policy, regardless of whether this pool is open or closed to other new business.

c.    John Hancock Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool, at the same share and using the same set of rates as the original policy, regardless of whether this pool is open or closed to other new business.

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the ultimate death benefit has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate¹ death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not specified in the Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

¹ Ultimate is the maximum death benefit amount in any given duration, over the life of the policy.

EXHIBIT B-I

Page l

(Revised as of January 1, 2005)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the         [*]        . The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be         [*]        .

For Polices with five Underwriting Classes:
Underwriting Class	Rate as a function of         [*]
Super Preferred Non-Smoker	[*]%
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

For Policies with four Underwriting Classes:
Underwriting Class	Rate as a function of         [*]
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

EXHIBIT B-I

Page 2

(Revised as of January 1, 2005)

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated/1000)^{multiple rating}, 1] }

• the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease, with the exception of whole life.

EXHIBIT B-II

Page 1

(Revised as of January 1, 2005)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the         [*]         by the appropriate percentage as follows:

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]
Super Preferred Non-Smoker	[*]%
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first policy year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

EXHIBIT B-II

Page 2

(Revised as of January 1, 2005)

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating from 501% up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated /1000)^{multiple rating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

* the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

AMENDMENT No. 3

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

It is hereby agreed that the Reinsurance Agreement AG19C01 effective January 1, 2005 (hereinafter referred to as the “Agreement”) made between the Company and the Reinsurer together with any Amendments, which have subsequently been incorporated, as part of this Agreement shall be amended as follows:

Effective August 1, 2006 the Reinsurer has agreed to accept for coverage under this Agreement, cases referred to by the Company as the Wellington Executives. The attached Schedule A to Amendment No. 3 outlines the details pertaining to the Wellington Executives.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories on the dates below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	FEB 20, 2007	Date:	Feb 27/07

Signed for and on behalf of

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

By:	/s/    Sebastien Blondeau	By:	/s/    Mario Georgiev
	SEBASTIEN BLONDEAU		Mario Georgiev
Title:	VP, Actuarial	Title:	PRESIDENT
Date:	February 6, 2007	Date:	February 2, 2007

Schedule A to Amendment No. 3

Reinsurance Agreement AG19C01, effective January 1, 2005

Wellington Executives

• Product(s): All Permanent Products

• Policies: Personally owned

• Underwriting Requirements:

– Maximum Policy face amount of $1,000,000

– Formal application. Note: application may not be older than 6 months

– Attending Physician’s Statement with an Executive physical containing a blood profile, and EKG if required for age and amount, all completed within twelve (12) months prior to the date of the application

– John Hancock health questionnaire

– Oral fluids (HIV, Cotinine and cocaine)

– MVR (Motor Vehicle Report)

– MIB (Medical Information Bureau) will be obtained

• Reporting Requirements:

– The Company will assign a unique treaty code to all policies ceded under this Agreement that are underwritten under this Wellington Executives underwriting program. The Company on its monthly electronic billing file will report this treaty code.

AMENDMENT NO. 4

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, it is agreed that the following Plans outline in the table below will be reinsured under the terms and conditions of the Agreement as of their respective launch dates.

Acronym	Plan Name	Launch Date
SULG6	Protection Survivorship UL G 2006	May 1, 2006
PUL06	Performance Universal Life 2006	July 31, 2006
PSUL6	Performance Survivorship Universal Life 2006	September 25, 2006

THEREFORE effective as of May 1, 2006, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above. The revised Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	JAN 2, 2007	Date:	Jan 4/07
Signed for and on behalf of OPTIMUM RE INSURANCE COMPANY of Dallas, Texas
By:	/s/    Sebastien Blondeau	By:	/s/    Mario Georgiev
Title:	VP, Actuarial	Title:	PRESIDENT
Date:	12/28/06	Date:	12/28/06

EXHIBIT A-I

Page 1

(Revised as of May 1, 2006)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006

EXHIBIT A-I

Page 2

(Revised as of May 1, 2006)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STERM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	ROP	Return of Premium
CEO	Cash Enhancement Option	ROPE	Return of Premium Payable on the Last Death
ChLI	Change of Life Insured	N/A	6 Month Exchange (applicable to all plans)
ENLG	Extended No Lapse Guarantee	STI (SIO)	Supplementary Term Insurance
LP	Life Plus
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

AMENDMENT NO. 5

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 1, 2007 (the Effective Date) the Company and the Reinsurer have agreed that for single life policies with issue ages 71 and above, the Company will retain the first $5,000,000 of the face amount and cede the remainder to the pool on a quota share basis;

THEREFORE as of the Effective Date, the Agreement shall be amended as follows:

1. Exhibit AIII, Pool Reinsurers, has been revised to show each reinsurer’s automatic share of the ceded portion of any policy reinsured under the Agreement. The revised Exhibit AIII attached will replace the current Exhibit AIII in the Agreement; and

2. Exhibit B, Section 5, Reinsurance Coverage has been revised to outline how reinsurance coverage will vary by plan type and issue age of the insured. The revised Exhibit B attached will replace the current Exhibit B in the Agreement; and

3. Language pertaining to the Company’s retention percentage has been deleted for Exhibit C and relocated to Exhibit B, Section 5. The revised Exhibit C attached will replace the current Exhibit C in the Agreement; and

4. Exhibit D has been revised as follows:

a. Language pertaining to the total percentage ceded to the pool has been deleted because it is not applicable to all reinsurance coverage under the Agreement; and

b. Language pertaining to the Reinsurer’s quota share percentage has be deleted and relocated to Exhibit B, Section 5.

The revised first page of Exhibit D is attached and will replace the current first page of Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	FEB 20, 2007	Date:	FEB 27/07

Signed for and on behalf of

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

By:	/s/    Sebastien Blondeau	By:	/s/    Mario Georgiev
	SEBASTIEN BLONDEAU		Mario Georgiev
Title:	VP, Actuarial	Title:	PRESIDENT
Date:	February 6, 2007	Date:	February 2, 2007

EXHIBIT A-III

(Revised as of January 1, 2007)

POOL PARTICIPANTS

@ January 1, 2005

REINSURER	AUTOMATIC SHARES OF CEDED PORTION
Transamerica Occidental Life Insurance Company	37.5	%
Munich American Reassurance Company	25	%
Generali USA Life Reassurance Company	25	%
Optimum Reassurance Inc.	12.5	%

EXHIBIT B

Page 1

(Revised as of January 1, 2007)

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A” and “B” Lists outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A” and/ or “B” lists of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A” and “B” List shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE: Reinsurance coverage will vary by type of plan and issue age of the insured as follows:

i.         Survivorship Plan – All Issue Age Combinations; Single Life Plans – Issue Ages 70 and below

For policies, which qualify for Automatic Reinsurance Coverage, the Company will retain 20% (twenty percent) of the policy, and will reinsure 10% (ten percent) of the policy, on a first dollar quota share basis, with the Reinsurer, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D. However, the Company’s retained percentage may be reduced to a minimum of 0% (zero percent), so that the Company does not exceed its Corporate Retention Limit, as specified in Exhibit C, for the life insured, and correspondingly, the Reinsurer ceded percentage may be increased to a maximum of 12.5% (twelve point five percent), up to the Reinsurer’s Automatic Acceptance Limits.

ii.        Single Life Plans – Issue Ages 71 and above

For policies which qualify for Automatic Reinsurance Coverage, the Company will retain the first $5 million of Face amount, subject to its Corporate Retention Limit specified in Exhibit C, and will reinsure the excess portion of the policy (if any) to the pool. The Reinsurer’s share of the pool is 12.5% up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

As such, the Company’s retained percentage will be determined as the ratio of (a) an excess threshold of $5 million over (b) the Face Amount of the policy at issue. However, the excess threshold may be reduced to a minimum of $0, so that the Company does not exceed its Corporate Retention Limit. The Company’s retained percentage will be determined at issue, and will remain unchanged over the life of the policy, and will not exceed 100%.

For policies with increasing death benefits, the same methodology will be applied to determine the Company’s retained percentage, except that the calculation will be based on Ultimate Death Benefit rather than Face Amount at issue.

iii.      Any application may be offered for facultative coverage.

EXHIBIT B

Page 2

(Revised as of January 1, 2007)

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

11. RATE GUARANTEE:

YRT rates are guaranteed not to exceed the one-year term rate calculated using the appropriate guaranteed interest assumption and the 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker, Sex Distinct Mortality Table. In addition, the Reinsurer guarantees not to raise the YRT rates unless         [*]         In addition, this guarantee is contingent upon John Hancock (U.S.A.) adhering to the underwriting standards and any other treaty terms that have been presented as part of the basis of this Agreement.

Deficiency Reserves:

The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that the Reinsurer will not be required to hold any amount of U.S. statutory deficiency reserve amounts by virtue of the assurances provided above. Should the Reinsurer at any time be required to establish or maintain any such deficiency reserve amounts by the insurance regulatory authority in its state of domicile, upon the Reinsurers written notice to the Company thereof, this agreement will be automatically modified and amended to delete the provision above.

12. MINIMUM FINAL CESSION: Zero

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy. The convertibility period of an STERM policy is on or before the expiry date of the policy.

15. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

EXHIBIT B

Page 3

(Revised as of January 1, 2007)

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

19. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which, also include No Lapse Guarantee protection the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

For cases that are ceded automatically, the Company will ensure that the total amount ceded to the Reinsurer will never exceed the maximum amount, as outlined in Exhibit D.

20. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

a.    Manulife Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and such increases will only be ceded to this pool if the pool remains open to other new business.

b.    John Hancock Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool, at the same share and using the same set of rates as the original policy, regardless of whether this pool is open or closed to other new business.

c.    John Hancock Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool, at the same share and using the same set of rates as the original policy, regardless of whether this pool is open or closed to other new business.

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the ultimate death benefit has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

EXHIBIT B

Page 4

(Revised as of January 1, 2007)

For such increases the Company shall provide the Reinsurer with the ultimate¹ death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not specified in the Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note:  The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

¹ Ultimate is the maximum death benefit amount in any given duration, over the life of the policy.

EXHIBIT C

(Revised as of January 1, 2007)

RETENTION LIMITS

Life:

Individual Corporate Retention Limits Per Life:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
20-70 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, we will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, we will offer our full retention based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

a. If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

b. If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

c. If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

d. If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EXHIBIT D

(Revised as of January 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 –75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 –  90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$50,000,000	$25,000,000
71 –  80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 –  85	$5,000,000	$5,000,000	$5,000,000	Nil
86 –  90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$5,000,000	$5,000,000	$5,000,000	$2,500,000
76 – 80	$5,000,000	$2,500,000	$1,875,000	$1,250,000
81 – 85	$1,875,000	$1,875,000	$625,000	Nil
86 – 90	$312,500	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$6,250,000	$6,250,000	$6,250,000	$3,125,000
71 – 80	$3,125,000	$3,125,000	$3,125,000	$1,250,000
81 – 85	$625,000	$625,000	$625,000	Nil
86 – 90	$312,500	Nil	Nil	Nil

AMENDMENT NO. 6

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of February 1, 2007 (the “Effective Date”), it is agreed that the following plan will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
ULG07	Protection Universal Life 2007

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plan set forth in the table above. The amended Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills. Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	March 21, 2007	Date:	Mar 30/07
Signed for and on behalf of OPTIMUM RE INSURANCE COMPANY of Dallas, Texas
By:	/s/    SEBASTIEN BLONDEAU	By:	/s/    MARIO GEORGIEV
	SEBASTIEN BLONDEAU		MARIO GEORGIEV
Title:	VICE PRESIDENT, ACTUARIAL	Title:	PRESIDENT
Date:	May 7, 2007	Date:	May 3, 2007

EXHIBIT A-I

Page 1

(Revised as of February 1, 2007)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007

AMENDMENT NO. 8

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of June 1, 2007 (the Effective Date) the Company and the Reinsurer have agreed to reduce the Survivorship Automatic Reinsurance Pool Capacity, outlined in Exhibit D of the Agreement as follows:

1. For Issue Ages 0-70, Table 5 to 8, the amount will be reduced from $50,000,000 to $40,000,000; and

2. For Issue Ages 0-70, Table 9 to 16, the amount will be reduced from $25,000,000 to $20,000,000.

THEREFORE as of the Effective Date, Exhibit D, Automatic Limits, of the Agreement has been revised as outlined above. The revised Exhibit D, attached hereto will replace the current Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) of Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	JUNE 19, 2007	Date:	June 28/07
Signed for and on behalf of
OPTIMUM RE INSURANCE COMPANY
of Dallas, Texas
By:	/s/    Mario Georgiev	By:	/s/    Sebastien Blondeau
	MARIO GEORGIEV		SEBASTIEN BLONDEAU
Title:	PRESIDENT	Title:	VP, Actuarial
Date:	July 18, 2007	Date:	July 16, 2007

EXHIBIT D

(Revised as of June 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./Pref. / Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$40,000,000	$20,000,000
71 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$5,000,000	$5,000,000	$5,000,000	$2,500,000
76 – 80	$5,000,000	$2,500,000	$1,875,000	$1,250,000
81 – 85	$1,875,000	$1,875,000	$625,000	Nil
86 – 90	$312,500	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$6,250,000	$6,250,000	$5,000,000	$2,500,000
71 – 80	$3,125,000	$3,125,000	$3,125,000	$1,250,000
81 – 85	$625,000	$625,000	$625,000	Nil
86 – 90	$312,500	Nil	Nil	Nil

AMENDMENT NO. 9

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AGI9C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of July 16, 2007 (the “Effective Date”), it is agreed that the following plan will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
SVL07	Survivorship Variable UL 2007

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 2 of Exhibit A-I, Plans. Riders and Benefits Reinsured has been amended to include plan the set forth in the table above. The revised Page 2 of Exhibit A-I attached hereto will replace the most current Page 2 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/     Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Oct 18/07	Date:	Oct 22/07

Signed for and on behalf of

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

By:	/s/    SEBASTIEN BLONDEAU	By:	/s/ MARIO GEORGIEV
	SEBASTIEN BLONDEAU		MARIO GEORGIEV
Title:	VP, Actuarial	Title:	PRESIDENT
Date:	10/11/2007	Date:	10/11/2007

AMENDMENT NO. 10

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the risks under the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of June 1, 2006 (the “Effective Date”), the Company and the Reinsurer have agreed to amend the Agreement to include additional details regarding foreign travel underwriting limitations;

THEREFORE as of the Effective Date, the Company and the Reinsurer amend the Notes section of Exhibit D of the Agreement to include the following:

Foreign Travel Underwriting

The Reinsurer acknowledges that the Company is required to conform to state law requirements governing consideration of past and/or future lawful travel in its underwriting policies and procedures, and the Reinsurer will not decline business ceded to the automatic reinsurance pool under this Agreement that has been underwritten in conformity with these requirements.

As applied to U.S. citizens or permanent residents that have indicated an intention to travel to Israel, the Company’s underwriting policies and procedures permit policies to be issued on the basis of its usual underwriting criteria, provided that the travel period is limited to eight weeks annually or less and is not expected to include travel to the West Bank, Gaza Strip or Golan Heights. These policies and procedures may be conformed as appropriate to meet state law requirements governing consideration of past and/or future lawful travel.

The revised Exhibit D, page 3 attached, shall replace the current Exhibit D, page 3 in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Nov 26/07	Date:	Dec 4/07
Signed for and on behalf of OPTIMUM RE INSURANCE COMPANY of Dallas, Texas
By:	/s/    Mario Georgiev	By:	/s/    Sebastien Blondeau
Title:	PRESIDENT	Title:	VICE PRESIDENT
Date:	Jan 3, 08	Date:	January 8, 2008

EXHIBIT D

Page 3

(Revised as of June 1, 2006)

• Foreign Travel Underwriting

The Reinsurer acknowledges that the Company is required to conform to state law requirements governing consideration of past and/or future lawful travel in its underwriting policies and procedures, and the Reinsurer will not decline business ceded to the automatic reinsurance pool under this Agreement that has been underwritten in conformity with these requirements.

As applied to U.S. citizens or permanent residents that have indicated an intention to travel to Israel, the Company’s underwriting policies and procedures permit policies to be issued on the basis of its usual underwriting criteria, provided that the travel period is limited to eight weeks annually or less and is not expected to include travel to the West Bank, Gaza Strip or Golan Heights. These policies and procedures may be conformed as appropriate to meet state law requirements governing consideration of past and/or future lawful travel.

Jumbo Limits:

The Jumbo Limit is defined as the total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced.

Issue Age	Super Preferred – Table 16
0-80	$65,000,000
81-90	$50,000,000

Formal applications are any direct life insurance companies’ fully completed applications for life insurance signed by all applicable parties, dated and witnessed.

Notes:

¡ The Jumbo Limit for Entertainment and Professional Athletes apply to Issue Ages 0-80 only.

¡ The Jumbo Limits for Aviation risks are reduced proportionately according to the Company’s normal retention reduction.

AMENDMENT NO. 11

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of September 12, 2007 (the “Effective Date”), the Company and the Reinsurer agree that the following plan, which includes the new Standard Plus underwriting classification, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
ULG7R	Protection UL-G Re-priced 2007R

AND WHEREAS, the Reinsurer has introduced new pricing factors applicable to plans under policies having the additional underwriting class, Standard, Plus;

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plan set forth in the table above. The revised Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement; and

2. Exhibit B-l; Single Life, Instructions for Administration – YRT Premium Rates, section 2 has been revised to include new pricing factors for single life policies with plans that have six underwriting classes. The revised Exhibit B-I attached hereto will replace the most current Exhibit B-I in the Agreement; and

3. Exhibit B-II; Survivorship Life, Instructions for Administration – YRT Premium Rates, section 2 (ii) has been revised to include pricing factors for survivorship policies with plans that have six underwriting classes. The revised Exhibit B-II attached hereto will replace the most current Exhibit B-II in the Agreement; and

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills. Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO US Insurance	Title:	AVP Product Development
Date:	Nov 26/07	Date:	Dec 4/07

Signed for and on behalf of

OPTIMUM RE INUSRANCE COMPANY

of Dallas, Texas

By:	/s/    Mario Georgiev	By:	/s/    Sebastien Blondeau
Title:	PRESIDENT	Title:	VICE PRESIDENT
Date:	Jan 3, 08	Date:	January 8, 2008

EXHIBIT A-I

Page 1

(Revised as of September 12, 2007)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007

EXHIBIT B-I

(Revised as of September 12, 2007)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Plus Non-smoker / Residual Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the         [*]        . The rates are shown on a per thousand dollar basis.

The appropriate percentage (pricing factor) of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be         [*]        .

Effective as of January 1, 2005:

For Policies with five Underwriting Classes:

Underwriting Class	Rate as a function of         [*]
Super Preferred Non-Smoker	[*]%
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of         [*]
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

Effective as of September 12, 2007 (the following table is added):

For Policies with six Underwriting Classes:

Underwriting Class	Rate as a function of         [*]
Super Preferred Non-Smoker	[*]%
Preferred Non-Smoker	[*]%
Standard Plus Non-Smoker	[*]%
Residual Non-Smoker	[*]%
Aggregate Non-Smoker**	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

** The Aggregate Standard NS pricing factors are used only when calculating substandard premiums for non-smoker risks.

EXHIBIT B-I

Page 2

(Revised as of September 12, 2007)

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = l000 x { min[1-(1-YRTrate_unrated/1000)^{multiplerating}, 1]}

• the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease, with the exception of whole life.

EXHIBIT B-II

(Revised as of September 12, 2007)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Plus Non-smoker / Residual Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the         [*]         by the appropriate percentage (pricing factor) as follows:

Effective as of January 1, 2005:

For Policies with five Underwriting Classes
Underwriting Class	Rate as a function of         [*]
Super Preferred Non-Smoker	[*]%
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%
For Policies with four Underwriting Classes:
Underwriting Class	Rate as a function of         [*]
Preferred Non-Smoker	[*]%
Standard Non-Smoker	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%
Effective as of September 12, 2007 (the following table is added):
For Policies with six Underwriting Classes:
Underwriting Class	Rate as a function of         [*]
Super Preferred Non-Smoker	[*]%
Preferred Non-Smoker	[*]%
Standard Plus Non-Smoker	[*]%
Residual Non-Smoker	[*]%
Aggregate Non-Smoker**	[*]%
Preferred Smoker	[*]%
Standard Smoker	[*]%

** The Aggregate Standard NS pricing factors are used only when calculating substandard premiums for non-smoker risks.

EXHIBIT B-II

Page 2

(Revised as of September 12, 2007)

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first policy year, set the premium to [*].

(v) For renewal years, take the larger of $[*] per $1,000 or the YRT rate developed in (i) to (iii) above.

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating from 501% up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated/1000)^{multiple rating}, 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated × Multiple Rating

* the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

EXHIBIT B-II

Page 3

(Revised as of September 12, 2007)

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

AMENDMENT NO. 12

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of January 28, 2008 (the “Effective Date”), the Company and the Reinsurer agree that the following plans, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
PUL08	Performance Universal Life 2008
SULG8	Protection Survivorship ULG 2008

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above. The revised Exhibit A-I attached hereto will replace the most current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) of Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO US Insurance	Title:	AVP Product Development
Date:	Feb 20/08	Date:	Feb 25/08
Signed for and on behalf of OPTIMUM RE INSURANCE COMPANY of Dallas, Texas
By:	/s/    Mario Georgiev	By:	/s/    SEBASTIEN BLONDEAU
	Mario Georgiev		SEBASTIEN BLONDEAU
Title:	PRESIDENT	Title:	VICE PRESIDENT
Date:	March 20, 2008	Date:	March 25, 2008

EXHIBIT A-I

Page 1

(Revised as of January 28, 2008)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007
PUL08	Performance Universal Life 2008	John Hancock	January 2008		BI	January 28, 2008

EXHIBIT A-I

Page 2

(Revised as of January 28, 2008)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STERM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006
SVL07	Survivorship Variable UL 2007	John Hancock	July 2007		BII	July 16, 2007
SULG8	Protection Survivorship UL G 2008	John Hancock	January 2008		BII	January 28, 2008

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	ROP	Return of Premium
CEO	Cash Enhancement Option	ROPE	Return of Premium Payable on the Last Death
ChLI	Change of Life Insured	N/A	6 Month Exchange (applicable to all plans)
ENLG	Extended No Lapse Guarantee	STI (SIO)	Supplementary Term Insurance
LP	Life Plus
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force report.

AMENDMENT NO. 13

TO REINSURANCE AGREEMENT NO. AG19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

OPTIMUM RE INSURANCE COMPANY

of Dallas, Texas

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No AG19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 31, 2008 (the Effective Date) the Company’s Retention Limits, outlined in Exhibit C of the Agreement were increased as follows:

1. For Issue Ages 81-85, Standard to Table 4, the amount will be increased from $8,000,000 to $10,000,000; and

2. For Issue Ages 86-90, Standard, the amount will be increased from $5,000,000 to $7,500,000.

THEREFORE as of the Effective Date, Exhibit C, Retention Limits, of the Agreement has been revised as outlined above. The revised Exhibit C, attached hereto will replace the current Exhibit C in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Mar 9/08	Date:	Mar 24/08
Signed for and on behalf of OPTIMUM RE INSURANCE COMPANY of Dallas, Texas
By:	/s/    MARIO GEORGIEV	By:	/s/    SEBASTIEN BLONDEAU
	MARIO GEORGIEV		SEBASTIEN BLONDEAU
Title:	PRESIDENT	Title:	VICE PRESIDENT
Date:	April 15/08	Date:	April 23, 2008

EXHIBIT C

Page 1

(Revised as of January 31, 2008)

RETENTION LIMITS

Effective as of January 1, 2005 to January 30, 2008:

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, the Reinsurer will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, the Reinsurer will offer their full retention based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

a If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

b If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

c If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

d If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EXHIBIT C

Page 2

(Revised as of January 31, 2008)

Effective as of January 31, 2008:

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$10,000,000	$10,000,000	$2,000,000	Uninsurable
86-90	$7,500,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, the Reinsurer will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, the Reinsurer will offer their full retention based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

e If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

f If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

g If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

h If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

AMENDMENT

to the

REINSURANCE AGREEMENTS

between

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

(hereinafter referred to as the “Company”)

of Bloomfield Hills, Michigan

and

OPTIMUM RE INSURANCE COMPANY

(hereinafter referred to as “the Reinsurer”)

of Dallas, Texas

WHEREAS, the Company and the Reinsurer have entered into various Reinsurance Agreement(s) listed in Attachment I (hereinafter referred to as the “Agreements”) where the Company has ceded and the Reinsurer has accepted a portion of the Company’s life insurance policies, supplementary benefits and riders for plans described therein, subject to the terms and conditions of the respective Agreements; and

WHEREAS, the Agreements allow for continuation of reinsurance upon policies that have become subject to internal conversions and internal replacements, with respect to which the Company remains the issuing insurance company; and

WHEREAS, the Company desires to amend the Agreements to allow for continuation of reinsurance of policies originally reinsured under the Agreements that have become subject to conversions and replacements between the Company and its affiliate companies (referred to as “inter-company conversions” and “inter-company replacements”);

THEREFORE, in order to facilitate the reinsurance of such policies under the Agreements, as described in the above paragraph, the Company and the Reinsurer have agreed:

1. To allow for conversions and replacements between the Company and its affiliate companies (referred to as “inter-company conversions” and “inter-company replacements”) of policies reinsured under the Agreements. As a result, policies that undergo inter-company conversions and inter-company replacements that were originally issued by the Company under the Agreements, and that are now issued from the Company’s affiliate companies that are not parties to the Agreements, will continue to be reinsured under the Agreements on the same basis as if the conversion or replacement had been made with the Company.

2. To add the Company’s affiliate companies, John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company as ceding companies under the Agreements. The sole purpose for the addition of John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company as ceding companies under the Agreements is to accommodate policies arising from inter-company conversions and inter-company replacements from policies originally issued by the Company, John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company shall not issue or cede any original policies under the Agreements.

All other terms and provisions of the Agreements not specifically modified herein, will remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories as of the date first written above.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) of Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP & CFO, U.S. Insurance	Title:	AVP Product Development
Date:	May 7/08	Date:	May 13/08
Signed for and on behalf of OPTIMUM RE INSURANCE COMPANY of Dallas, Texas
By:	/s/    Sebastien Blondeau	By:	/s/    Mario Georgiev
Title:	Vice President, Actuarial	Title:	President
Date:	June 1st, 2008	Date:	June 1st, 2008

Attachment I

JH Treaty Code	Treaty Description	Treaty Effective Date
AG00F01	Facultative YRT Reinsurance Agreement	01/01/1982
ST00F01	Facultative YRT Reinsurance Agreement	01/07/1983
AG19C01	Automatic /Facultative YRT Reinsurance Agreement	01/01/2005

EX-99.(26)(G)(2)

THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

THIS REINSURANCE AGREEMENT

is made between

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

Effective Date of Agreement: January 1, 2005

John Hancock’s Reinsurance Agreement No: OC19C11

Transamerica’s Reinsurance Agreement No: 4167-93

TABLE OF CONTENTS

ARTICLE I	1
BUSINESS REINSURED	1
Policies, Benefits, and Riders under Plans listed in Exhibit A-I	1
Policies, Benefits, and Riders under Existing Life Insurance Policies of the Company	1
Currency	1
Underwriting Forms, Evidence and Issue Rules	1
ARTICLE II	2
REQUIREMENTS FOR REINSURANCE COVERAGE	2
Automatic Coverage	2
Facultative Coverage	2
ARTICLE III	3
REINSURANCE CESSIONS	3
Automatic Cessions	3
Facultative Cessions	3
Data Notification	3
ARTICLE IV	4
STATEMENT OF ACCOUNT	4
Premium and Claims Accounting	4
Non-Payment of Premiums	4
Unearned Premium	4
ARTICLE V	5
CHANGES TO BUSINESS REINSURED	5
Conversions	5
Conversions with Increases	5
Policy Changes	5
Plan Changes	5
Increase in Amount and Re-underwriting	6
Reductions	6
Special Changes	6
Lapses	7
Reinstatements	7
ARTICLE VI	8
RETENTION LIMIT CHANGES	8
Recapture	8
ARTICLE VII	10
LIABILITY	10
Automatic Reinsurance	10
Facultative Reinsurance	10
Duration	10
Temporary Insurance Agreement or Interim Receipt	10

ARTICLE VIII	11
CLAIMS	11
Claims Decision	11
Initial Notice of Claim	11
Claim Proofs	11
Ceded Claim Settlements	12
Contested Claims	12
Ceded Benefits Payable	12
Misstatement of Age or Sex	12
Expenses	12
Extra Contractual Damages	13
ARTICLE IX	14
DISPUTE RESOLUTION	14
Arbitration	14
ARTICLE X	15
FINANCIAL IMPAIRMENT AND INSOLVENCY	15
Financial Impairment of the Reinsurer	15
Insolvency	15
ARTICLE XI	17
TAXES & EXPENSES	17
DAC Tax	17
The Reinsurer’s Taxes and Expenses	17
ARTICLE XII	18
GENERAL PROVISIONS	18
Oversights	18
Good Faith	18
Offset	18
Duration of Agreement	18
Severability	19
Benefit	19
Confidentiality	19
Construction	19
Lead Pool Reinsurer	19
OFAC Compliance	19
Alterations to Agreement	19
Parties to Agreement	19
Assignment	20
Entire Agreement	20
Counterparts	20
EXHIBIT A-I	22
PLANS, RIDERS, AND BENEFITS REINSURED	22
EXHIBIT A-II	24
THE COMPANY’S UNDERWRITING FORMS,	24

EVIDENCE, AND ISSUE RULES	24
TEMPORARY INSURANCE AGREEMENT	24
EXHIBIT A-III	25
POOL PARTICIPANTS	25
EXHIBIT B	26
GENERAL PROVISIONS	26
EXHIBIT B-I	29
SINGLE LIFE	29
INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES	29
EXHIBIT B-II	32
SURVIVORSHIP LIFE	32
INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES	32
EXHIBIT C	35
RETENTION LIMITS	35
EXHIBIT D	36
AUTOMATIC LIMITS	36
EXHIBIT E	39
REINSURANCE REPORTS	39
EXHIBIT E-I	41
POLICY INFORMATION	41
EXHIBIT E-II	42
POLICY EXHIBIT	42
EXHIBIT E-III	43
VALUATION RESERVES	43
EXHIBIT F	44
DAC TAX ELECTION	44
EXHIBIT G	45
LEAD REINSURER	45
EXHIBIT H	46
REQUIREMENTS FOR AUTOMATIC REINSURANCE	46
EXHIBIT I	47
SPECIAL REPORTING REQUIREMENTS	47
EXHIBIT J	49
THE REINSURER UNDER WRITING AUDITS	49
EXHIBIT K	51

ROUTINE UNDERWRITING REQUIREMENTS	51
EXHIBIT K-I	52
INTERNAL PREFERRED UNDERWRITING GUIDELINES	52
EXHIBIT K-II	53
SMOKING DEFINITIONS	53
EXHIBIT K-III	54
SUPER PREFERRED AND PREFERRED CRETERIA	54

ARTICLE I

Business Reinsured

Reinsurance under this Agreement shall be on an automatic and facultative basis.

Policies, Benefits, and Riders under Plans listed in Exhibit A-I

The Company will cede to the Reinsurer a portion of the Life Insurance Policies, Benefits, and Riders for the plans as listed in Exhibit A-I. These policies are reinsured under the General Provisions and Premium Rates set out in subsections of Exhibit B, and are also subject to terms and conditions described elsewhere in this Agreement.

Policies, Benefits, and Riders under Existing Life Insurance Policies of the Company

The Company will also cede to the Reinsurer a portion of any fully underwritten increase, to a policy reinsured under one of the Companies older treaties for the type of business covered under this Agreement that is closed to new business, in the amount at risk under life insurance policies, benefits and riders issued by the Company under plans of the Company existing at the Effective Date of this Agreement and which plans are not listed in Exhibit A-I.

These policies are reinsured under the General Provisions and Premium Rates set out in subsections of Exhibit B, and are also subject to terms and conditions described elsewhere in this Agreement.

This Agreement is applicable only to reinsurance of policies directly written by the Company. Any policies acquired by the Company through merger of another company, reinsurance, or purchase of another company’s policies are not included under the terms of this Agreement. However, reinsurance of such policies may be arranged by written agreement between the Company and the Reinsurer.

Currency

All cessions under this Agreement shall be affected in the currency specified in Exhibit B. Reinsurance premiums and liabilities shall be expressed and payable in that currency.

Underwriting Forms, Evidence and Issue Rules

The Company shall provide full disclosure of all material facts regarding the policies and benefits covered by this Agreement.

The Company’s Underwriting Forms and Evidence, which are available to the Reinsurer, are listed in Exhibit A-II.

1

ARTICLE II

Requirements for Reinsurance Coverage

Automatic Coverage

The Company shall cede to the Reinsurer a portion of the life insurance policies, supplementary benefits and riders listed in Exhibit A-I. The Reinsurer shall automatically accept its share of these policies, supplementary benefits and riders as described in the exhibits of this Agreement, provided that:

(a) The Company keeps its full first dollar quota share in accordance with the limits as set out in Exhibit C, or otherwise holds its full Corporate Retention Limit on a life under previously issued in-force policies; and

(b) The Company applies its normal underwriting practices which are in use as at the effective date of this Agreement including, but not limited to the Routine Underwriting Requirements outlined in Exhibit K; and

(c) The total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced does not exceed the Jumbo Limit outlined in Exhibit D; and

(d) The amount to be reinsured under this Agreement in addition to the amount already reinsured, does not exceed the Automatic Acceptance Limits specified in Exhibit D; and

(e) The application is on a life, which has not been submitted on a facultative basis to the Reinsurer or any other reinsurer within the last three years, unless the reason for submitting the case on a facultative basis no longer applies.

Further requirements of the Company ceding business on an automatic basis under this Agreement to the Reinsurer are outlined in Exhibit H.

Facultative Coverage

If the Company receives an application that meets any of the criteria below, the reinsurance shall be considered on a facultative basis:

(a) The amount reinsured, in addition to the amount already reinsured on that life, exceeds the Automatic Acceptance Limits and the Jumbo Limits, outlined in Exhibit D; or

(b) When the application is on a life for which the Company intends to retain less than its regular quota share, and the company does not hold its full retention on the life under previously issued in-force policies; or

(c) The application is on a life for which, an application had been submitted by the Company on a facultative basis, to the Reinsurer or any other reinsurer within the last 3 years (unless the reason for submitting the case on a facultative basis no longer applies.)

The relevant terms and conditions of this Agreement shall apply to those facultative applications that are accepted by the Reinsurer.

2

ARTICLE III

Reinsurance Cessions

Automatic Cessions

For all automatic cessions the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company agrees to send copies of the application, underwriting papers and other papers for an automatic cession on any life upon the request from the Reinsurer.

Facultative Cessions

The Company may apply for reinsurance by sending to the Reinsurer copies of all pertinent papers, including the original application, medical examination, inspection reports, physician’s statements, urinalyses, and all other information that the Company may have relating to the insurability of the risk.

The Company shall have ninety (90) days from the date of the Reinsurer’s final offer in which to place the policy with the insured/owner, after which time the Reinsurer’s offer shall expire unless the Reinsurer explicitly states in writing that the offer is extended for some further period.

After consideration of the pertinent papers, the Reinsurer shall promptly inform the Company of its underwriting decision. If the underwriting decision is acceptable to the Company and the Company’s policy is subsequently placed in force in accordance with the Company’s placement rules, the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company will advise the Reinsurer of its acceptance of the Reinsurer’s underwriting decisions pertaining to facultative business by sending written notice to the Reinsurer.

If any application to the Reinsurer is not to be placed with the Reinsurer, the Company shall advise the Reinsurer so that the Reinsurer can complete its records.

For all cessions reinsured hereunder, the Company shall advise the Reinsurer as outlined in Exhibit E.

Data Notification

The Company shall self-administer all business reinsured under this Agreement using the TAI System.

The Company shall provide the Reinsurer with the reports as set out in Exhibit E. These reports shall contain the information outlined in Exhibits E-I and E-II for business reinsured under this Agreement. Upon request, the Company will provide the Reinsurer with any other information, which it has in its possession, related to the business reinsured under this Agreement and which the Reinsurer requires in order to complete its financial statements.

3

ARTICLE IV

Statement of Account

Premium and Claims Accounting

The premiums to be paid to the Reinsurer by the Company for reinsurance shall be in accordance with the terms set out in Exhibit B, B-I and B-II.

During each accounting period, the Company undertakes to send to the Reinsurer, Billing Statements as set out in Exhibit E, showing all first year and renewal premiums for the next accounting period. Also included will be any adjustments made necessary by changes or corrections to reinsurance previously reported.

For all claims paid by the Company within the accounting period, the Company will submit to the Reinsurer a Statement of Reinsured Claims Collected, as referenced in Exhibit E. This is an itemized listing of benefits including the ceded death benefit, plus the Reinsurer’s proportionate share of the interest and expenses paid by the Company, that have been netted off the Reinsurer’s monthly Billing Statement(s).

The balance of account due shall then become payable. If the statement balance so calculated is due to the Reinsurer, the Company shall forward payment in settlement together with the statements. If the balance is due to the Company, the Reinsurer shall forward payment in settlement within thirty (30) days of receipt of the statements.

For balances remaining unpaid longer than thirty (30) days after the Reinsurer’s receipt of request for payment, the Company reserves the right to charge interest on the outstanding balance. The outstanding balance will incur interest calculated from that date using the “3 month” U.S. Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

If for any reason other than Contractual surrenders the Company returns premiums to the policyholder, the Reinsurer will return its proportional share of the premiums it has received from the Company in respect of any policy for which premiums have been returned.

The Company also reserves the right to net any balances that remain unpaid for more than thirty (30) days after the receipt of request for payment from the next reinsurance billing statement.

Non-Payment of Premiums

The Reinsurer may terminate its liability for any reinsurance for which the reinsurance premiums have not been paid within sixty (60) days after billing, by giving thirty (30) days written notice by registered mail of such action to the Company.

The Reinsurer reserves the right to charge interest on any balances remaining unpaid within sixty (60) days of the due date and/or when premiums for new business are not paid within one hundred and twenty (120) days of the issue date of the policy. Interest incurred will be calculated using the “3-month” US Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

The Reinsurer’s right to terminate reinsurance for non-payment of premium shall not prejudice its right to collect premiums for the period the reinsurance was in force.

During the period premiums are outstanding, the Reinsurer may offset the amount of any premiums in arrears against amounts owed to the Company.

The Company shall not force termination under the provisions of this paragraph solely to avoid the recapture requirements or to transfer to another reinsure the block of business reinsured under this Agreement.

Unearned Premium

The Company shall take credit, without interest, for any unearned premiums, net of commissions or allowances, arising due to reductions, terminations, lapses, cancellations or death claims, in its account.

4

ARTICLE V

Changes to Business Reinsured

Conversions

In the event of the conversion of a policy reinsured under this Agreement the policy arising from the conversion shall be reinsured with the Reinsurer. Premium rates outlined in Exhibit B-I and B-II shall be applied to the converted policy on a point-in-scale basis. A policy insured with the Company may convert to a policy with any of the Company’s affiliate companies. However, the Reinsurer is not a licensed or accredited Reinsurer in the state of New York. Therefore, notwithstanding anything to the contrary in this Agreement, the Company understands and agrees that the Reinsurer will not provide any reserve credit security for reserves ceded under this Agreement regarding such reinsured policies that are converted and issued by any of the Company’s affiliates that are licensed and accredited in the State of New York.

Conversions with Increases

Automatic Cessions:

If the amount of the policy arising from the conversion is increased at the time of the conversion, the Reinsurer’s share shall be increased proportionately, effective on the date of the conversion. The increased amount of the policy shall be subject to full underwriting by the Company, and the total amount reinsured shall not exceed the Automatic Limits as outlined in Exhibit D.

Facultative Cession:

Any increase in amount shall be subject to the Reinsurer’s approval.

Premium rates shall be applied to the converted policy on a point-in-scale basis.

Policy Changes

Changes to policies reinsured under this Agreement shall be made in accordance with the provisions set out below.

If the change affects the plan, the amount of reinsurance, premiums, or commissions under the cession, the Company shall inform the Reinsurer in the subsequent Reinsurance Report as set out in Exhibit E.

Plan Changes

Automatic Cessions:

a) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and the Company is not obtaining evidence in accordance with the Company’s full new business underwriting rules, or as agreed otherwise by the Company and the Reinsurer, the reinsurance shall remain in effect with the Reinsurer on the following basis:

(i) the reinsurance rates and the durations shall be based on those applicable to the original cession; and

(ii) the reinsurance amount at risk shall be determined according to the terms of this Agreement but in no event shall be more than the original cession at the time of the change in plan; and

(iii) the suicide and contestability period of the policy will be measured from the issue date of the original cession.

Internal replacements, as described above, may occur between the Company and any of its affiliate companies.

b) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and full underwriting in accordance with the Company’s full new business underwriting rules is required, the policy will be considered new business and will be reinsured under the current pool open to new business, using first year rates based on attained age. The suicide and contestability period of such a policy will be measured from the current issue date, except in jurisdictions that require otherwise.

5

ARTICLE V (cont’d)

Facultative Cessions:

Any changes shall be subject to the Reinsurer’s approval only if the Company is obtaining evidence in accordance with the Company’s new business underwriting rules. The applicable reinsurance terms shall be agreed to by the Company and the Reinsurer.

These practices will apply unless mutually agreed otherwise by the Company and the Reinsurer and described in the Exhibits.

Increase in Amount and Re-underwriting

Automatic Cessions:

Any re-underwriting, (including any change in mortality rating), or non-contractual increase in amount at risk for any cession shall be subject to the Company’s full new business underwriting rules or as agreed otherwise by the Company and the Reinsurer. The amount of the increase shall be subject to the terms set out in Exhibit B.

If the amount of the policy shall increase above the Jumbo Limit (Exhibit D), or if the amount to be reinsured exceeds the Automatic Coverage Limits (Exhibit D), the increase shall be subject to the requirements for facultative reinsurance under this Agreement.

Facultative Cessions:

Any re-underwriting or non-contractual increase, including any change in mortality rating shall be subject to the Reinsurer’s approval.

Reductions

If the amount of insurance of a policy issued by the Company is reduced then the amount of reinsurance on that policy shall be reduced in the same proportion that the original reinsurance amount bore to the original total face amount. The reduction shall be effective on the same date as the reduction under the original policy.

If the reinsurance for a policy has been placed with more than one reinsurer, the reduction shall be applied to all reinsurers in proportion to the amounts originally reinsured with each reinsurer.

If the insured has multiple policies, some which are reinsured and a fully retained policy lapses or reduces, the Company will not make any changes to the reinsured policies.

Special Changes

If any special or unusual change, which is not covered above and which may affect the terms of the cession in question, is requested, the Reinsurer’s approval shall be obtained before such a change becomes effective.

6

ARTICLE V(cont’d)

Lapses

When a reinsured policy is terminated due to a lapse, the cession in question shall be cancelled effective the same date. If the Company allows extended or reduced paid-up insurance following a lapse, the reinsurance will be similarly follow. If the Company allows the policy to remain in force under its automatic premium loan regulations, the reinsurance shall continue unchanged and in force as long as such regulations remain in effect, except as provided for otherwise in this Agreement. If the policy continues in force without payment during any days of grace pending its termination, whether such continuance is as a result of a policy provision or a practice of the Company, the reinsurance will also continue without payment of premium and will terminate on the same date as the Company’s risk terminates.

Reinstatements

If a policy reinsured on an automatic basis is reinstated in accordance with the terms and normal Company rules and practices, the reinsurance shall be reinstated automatically by the Reinsurer.

If the Company collects premiums in arrears from the policyholder of a reinstated policy, it agrees to pay the Reinsurer all corresponding reinsurance premiums in arrears in connection with the reinstatement.

The Reinsurer’s approval is required only for the reinstatement of a facultative policy when the Company’s regular reinstatement rules indicate that more evidence than a Statement of Good Health is required.

Minimum Final Cession

Reinsurance under this Agreement shall be cancelled whenever the net amount at risk becomes less than the Minimum Final Cession amount set out in Exhibit B.

7

ARTICLE VI

Retention Limit Changes

The reinsurance under this Agreement shall be maintained in force without reduction except as specifically provided for elsewhere in this Agreement.

The Company may change its Corporate Retention Limits for the purposes of this Agreement on new business being issued at any time by giving prior written notice to the Reinsurer of the new Corporate Retention Limit limits and the effective date of the new Corporate Retention Limit schedule.

The Company’s Corporate Retention Limit and first dollar quota share participation for the purposes of this Agreement are set out in Exhibit C.

Recapture

If the Company increases its Corporate Retention Limits, as stated in Exhibit C, it shall give the Reinsurer written notice if it intends to recapture within 90 days of the effective date of the increase in its Corporate Retention Limit The Company may apply the new Corporate Retention Limit to existing reinsurance and reduce reinsurance in force in accordance with the following rules.

(a) The policy has satisfied the minimum in force period requirements outlined in Exhibit B, paragraph 15, Recapture In-Force Period.

(b) A reduction may be made only if the Company retained its full retention (according to the quota share arrangement as stated in Exhibit C) for the plan, age and mortality rating at the time the policy was issued.

(c) Such reductions shall be made on the next policy anniversary of each cession affected from the effective date agreed to; or, reductions shall be made according to a “one-time” effective date of recapture that has been mutually agreed to by both parties to this Agreement.

The amount eligible for recapture on a reinsured policy shall be the difference between the amount the Ceding Company would have retained on the reinsured policy, as outlined in Exhibit C, had the new increased Corporate Retention Limit been in effect at the time of issue, and the amount the Ceding Company originally retained on the insured life.

(d) For a conversion policy or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy.

(e) Any class of fully reinsured business or any classes of risks for which, at the time the policy was issued, the Company established special retention limits less than the Company’s full quota share or Corporate Retention Limit for the plan, age and mortality rating at the time the policy was issued are not eligible for reduction.

8

ARTICLE VI (cont’d)

(f) A reduction may be made only if the Company has applied its increase in retention in a consistent manner to all categories of its normal first dollar quota share and Corporate Retention Limit as stated in Exhibit C.

(g) In applying its new Corporate Retention Limit to existing reinsurance, the rating at the time of issue and the issue age of the existing reinsurance shall be used to determine the amount of the Company’s new retention.

(h) Recapture as provided herein shall be optional with the Company, but if any reinsurance is recaptured, all reinsurance eligible for recapture under the provisions of this Article must be recaptured up to the Company’s new Corporate Retention Limit. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance.

(i) The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture.

(j) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(k) The terms and conditions for the Company to recapture in force business due to financial impairment or insolvency of the Reinsurer are set out in Article X of this Agreement.

(1) If the Company transfers business reinsured under this Agreement, to a successor company, pursuant to Article XII, Assignment, then the successor company has the option to recapture the reinsurance, in accordance with the recapture criteria outlined in this section.

9

ARTICLE VII

Liability

Automatic Reinsurance

The Reinsurer’s liability for any policy ceded on an automatic basis under this Agreement shall begin simultaneously with the Company’s contractual liability for the policy reinsured.

Facultative Reinsurance

The Reinsurer shall have no liability if it declines the risk and duly notifies the Company or if the Company declines the Reinsurer’s offer or if the offer is not accepted prior to its expiration or within the lifetime of the risk.

If a policy is submitted on a facultative basis, the liability of the Reinsurer shall commence when the Reinsurer has received notice from the Company, during the lifetime of the insured, that the Reinsurer’s offer has been accepted.

If the Reinsurer has submitted an unconditional offer on a facultative case to the Company, and a claim arises prior to the Company notifying the Reinsurer that their offer has been accepted, the Reinsurer shall be liable for its share of said claims, if it is shown to the satisfaction of the Reinsurer that the policy would have been reinsured with the Reinsurer.

Duration

The liability of the Reinsurer for all cessions under this Agreement shall cease at the same time that the liability of the Company ceases and shall not exceed the Company’s contractual liability under the terms of its policies.

Notwithstanding the foregoing, the Reinsurer may terminate its liability for any policies for which premium payments are in arrears, according to the terms set out in Article IV of this Agreement.

It is understood that the Reinsurer’s liability for a claim shall be based on the reinsured net amount at risk as of the date the claim is incurred.

Temporary Insurance Agreement or Interim Receipt

The extent of the Reinsurer’s liability on a per life basis, for claims admitted by the Reinsurer that have arisen under the Temporary Insurance Agreement or Interim Receipt is set out in Exhibit A-II.

10

ARTICLE VIII

Claims

Claims Decision

The Reinsurer agrees that in regard to all claims on policies reinsured under this Agreement:

(a) The final decision respecting claims payment is at the sole discretion of the Company.

(b) The Company may approach the Reinsurer for an opinion, but the Reinsurer is not responsible to the Company for a claim decision.

(c) The Company’s contractual liability for claims, as described in this Article, is binding on the Reinsurer.

Initial Notice of Claim

For all claims, the Company will send an Initial Notice of Death report to the Reinsurer, which will be included with the Company’s monthly claims and premium-billing statement, as referenced in Exhibit E.

The Initial Notice of Death report include: the insured’s name, date of birth, the death benefit amount, the retained amount, ceded death benefit, policy number, plan code, treaty code, date of death, and policy issue date.

For Joint Life Last Survivor business, the Company, upon notification, shall inform the Reinsurer of the first death by providing the Reinsurer with the policy number, name, date of death, and cause of death of the insured.

Claim Proofs

Note: In the following section, “death benefit” refers to the amount payable on a death claim under a policy reinsured under this Agreement, not including any interest or expenses related to that claim.

Procedures for the handling of reinsured claims are as follows:

(i) For claims within the contestable period, where the death benefit is less than or equal to $500,000, once the Company has approved and paid the claim, the Company will send the Reinsurer copies of the claimant’s statements, the insured’s death certificate and proof of payment. The Company will provide additional papers to the reinsurer upon request.

(ii) For claims within the contestable period, where the death benefit is $500,001 or greater, the Company will immediately notify and send the Reinsurer copies of the claimant’s statements, the insured’s death certificate and claim investigation papers. If the reinsurance is on an automatic basis, the Company will also provide copies of the underwriting papers. If the Reinsurer wishes to comment on or consult with the Company regarding claims, it shall inform the Company within seven (7) business days for claims where the death benefit is greater than $5,000,000 otherwise within five (5) business days upon receipt of the above information. The Company will forward a copy of the proof of payment, once the claim has been paid.

(iii) For all non-contestable claims where the death benefit is less than or equal to $1,000,000, the Company will report these claims on a bulk basis (where no proofs will be provided to the reinsurer – except upon specific request by the Reinsurer).

(iv) for all non-contestable claims where the death benefit is $1,000,001 or greater, once the Company has approved and paid the claim, the Company will send to the Reinsurer copies of the claimant’s statements, the insured’s death certificate and proof of payment.

The Reinsurer agrees to the “Claims” article above based in part on the Company’s quota share participation on this Agreement as well as the Company’s current claims practices. Should the Company substantially alter its claims practices, such alterations shall be communicated to the Reinsurer in a timely fashion. Should the Reinsurer discover by way of audit, notice from the Company or in the normal course of business that the Company’s claims practices have fallen below the now current level of expertise, the Company agrees to enter into good faith negotiations to revise the “Claims” article upon the Reinsurer’s reasonable request.

11

ARTICLE VIII (cont’d)

Ceded Claim Settlements

Payment of death claims by the Reinsurer shall be in one lump sum regardless of the mode of settlement under the Company’s policy.

The Reinsurer will reimburse the Company for any claims payable under this Agreement as described in Article IV.

Contested Claims

The Company will notify the Reinsurer of its intention to contest, compromise, or litigate a claim involving a reinsured policy, or to rescind coverage by the Company under a reinsured policy. The Company shall then submit to the Reinsurer for review, copies of all papers connected with the claim.

In the event that the Reinsurer does not wish to contest, compromise, or litigate the claim, it shall notify the Company within five (5) business days after receipt of all the necessary papers. The Reinsurer shall then discharge all of its liability by paying the Company its full share of the reinsured liability to the Company and will not share in any subsequent reduction in liability.

If the Reinsurer agrees with the decision to contest the claim, the Reinsurer will share in any subsequent reduction in the Company’s liability. The Reinsurer will share in such reduction in the proportion that the Reinsurer’s net liability bears to the sum of the net liability before reduction of the Company and all reinsurers on the insured’s date of death.

Ceded Benefits Payable

The reinsurance benefit will be limited to the Reinsurer’s share of the Company’s contractual liability for the claim. For the purposes of this Article, contractual liability shall mean the benefits payable by the Company under the terms and conditions of the reinsured policy.

The total reinsurance benefit recovered by the Company from all reinsurers on a policy must not exceed the Company’s total contractual liability on the policy, less the Company’s kept retention on the policy.

Misstatement of Age or Sex

If the amount of insurance provided by the policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of a life insured, the Reinsurer shall share in the increase or reduction in the proportion that the net liability of the Reinsurer bears to the total of the net liability of the Company and the net liability of all reinsurers, including the Reinsurer, immediately prior to such increase or reduction.

The reinsurance with the Reinsurer shall be rewritten from commencement on the basis of the adjusted amounts using premiums and reserves at the correct age or sex. The adjustment for the difference in premiums shall be made without interest.

Expenses

The Reinsurer shall pay its share of the expenses that are connected to the Company’s investigation of any claim incurred on policies reinsured under this Agreement. Subject to the Extra Contractual Damages section of this Article, claims investigation expenses do not include expenses incurred by the Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits. The Reinsurer will not reimburse the Ceding Company for routine claim and administration expenses.

12

ARTICLE VIII (cont’d)

Expenses which are excluded from this provision are salaries of officers or employees, or other routine office expenses of the Company; also excluded are expenses incurred in connection with a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits that the Company admits are payable.

In the event that the Reinsurer agrees with a decision of the Company to contest, compromise, or litigate a claim or to rescind coverage by the Company under a reinsured policy, the Reinsurer agrees to reimburse the Company for any third party expenses, including but not limited to reasonable legal and investigative expenses that the Company may incur in seeking to contest, compromise, litigate a claim under such reinsured policy, or to rescind such reinsured policy. Such reimbursement shall be in the proportion that the Reinsurer’s net liability for such reinsured policy bears to the sum of the net liability of the Company and all reinsurers for such reinsured policy as of the date of death where the Company decides to contest, compromise, or litigate a claim under such reinsured policy, and as of the date of rescission where the Company decides to rescind such reinsured policy. The Reinsurer shall also pay its share of the claim itself, if applicable.

Extra Contractual Damages

In no event shall the Reinsurer participate in punitive, compensatory, or bad faith damages as described below, which are awarded against the Company as a result of an act, omission or course of conduct committed solely by the Company in connection with the insurance reinsured under this Agreement.

The Reinsurer shall, however, pay its share of statutory penalties awarded against the Company in connection with insurance reinsured under this Agreement if the Reinsurer elected to join in the contest of the coverage in question.

The parties recognize that circumstances may arise in which equity would require the Reinsurer, to the extent permitted by law, to share proportionately in certain assessed damages. Such circumstances are difficult to define in advance, but generally would be those situations in which the Reinsurer was an active party and consented in writing to the act, omission or course of conduct of the Company, which directly results in the assessment of punitive and/or compensatory damages. In such situations, the Company and the Reinsurer shall share such damages so assessed, in equitable proportions.

For the purposes of this provision, the following definitions shall apply:

(a) “Punitive Damages” are those damages awarded as a penalty, the amount of which is not governed, nor fixed, by statute.

(b) “Statutory Penalties” are those amounts, which are awarded as a penalty, but fixed in amount by statute, which may include pre-judgment interest and other interests assessed due to the delay in payment of claims.

(c) “Compensatory Damages” are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

(d) “Bad Faith Damages” are those damages, which may be compensated by punitive damages and are awarded as a result of bad faith dealings on the part of the Company.

13

ARTICLE IX

Dispute Resolution

Arbitration

The Company and the Reinsurer shall attempt in good faith to negotiate a mutually acceptable solution to any controversy, dispute or claim arising out of or relating to this Agreement, or the breach thereof. Where the Company and the Reinsurer fail to reach a mutually acceptable solution, then either the Company or the Reinsurer may request that the controversy, dispute, claim, or breach of agreement be settled by arbitration, and the arbitrators, who shall consider this Agreement from the standpoint of customary reinsurance practices as well as the law, are empowered to determine as to the interpretation of the treaty obligation.

To initiate arbitration, either the Company or the Reinsurer will notify the other in writing of its desire to arbitrate, stating the nature of its dispute and remedy sought. The party to which the notice is sent will respond to the notification in writing within fifteen (15) days.

Within sixty (60) days of the date on which the party initiating the arbitration gives notice to the other party that it is initiating such arbitration, the Company and the Reinsurer shall each appoint one arbitrator. The two arbitrators shall select a third arbitrator within two weeks of the date on which the last of the two such arbitrators was appointed. Should the two arbitrators not agree on the choice of the third arbitrator, then the Company and the Reinsurer shall each name four (4) candidates to serve as arbitrator.

Beginning with the party who did not initiate arbitration, each party shall eliminate one candidate from the eight listed until one candidate remains. If this candidate declines to serve as the arbitrator, the candidate last eliminated will be approached to serve. This process shall be repeated until a candidate has agreed to serve as the third arbitrator.

All three arbitrators must be present or former officers of Life Insurance Companies or Life Reinsurance Companies, excluding however, officers of the two parties to this Agreement, their affiliates or subsidiaries or past employees of any of these entities. The place of meeting of the arbitrators shall be decided by a majority vote of the arbitrators. The written decision of a majority of the arbitrators shall be final and binding on both parties and their respective successors and assigns. All costs of the arbitration and expenses and fees of the arbitrators shall be borne equally by the parties.

The arbitrators shall render a decision within twelve months of the appointment of the third arbitrator, unless both parties agree otherwise. In the event no decision is rendered within twelve months, new arbitrators shall be selected as above.

Alternatively, if both parties consent, any controversy may be settled by arbitration in accordance with the rules of the American Arbitration Association.

Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

It is specifically the intent of both parties that these arbitration provisions shall replace and be in lieu of any statutory arbitration provision, if the law so permits.

If more than one reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such reinsurers may consolidate and act as one party for purposes of arbitration and communications shall be made by the Company to each of the reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the reinsurers under the terms of this Agreement from several to joint.

14

ARTICLE X

Financial Impairment and Insolvency

Financial Impairment of the Reinsurer

If the Reinsurer becomes financially impaired (as defined below), the Company may, at its option, recapture all of the reinsurance in force that was ceded to the Reinsurer under this Agreement and all agreements between the Company and the Reinsurer, by providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture the reinsurance in force, regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured. The effective date of a recapture would be the date on which financial impairment was established by the authority responsible for such determination.

The Reinsurer shall be considered financially impaired when:

(i) it is declared insolvent by the regulatory authority in the jurisdiction of the Reinsurer; or

(ii) its Total Adjusted Capital drops below 2.0 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled reinsurer

In the event of the financial impairment of the Reinsurer, the Company may, at its option, cancel this Agreement for new business by promptly providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of the cancellation effective as of the date 1) the Reinsurer is declared insolvent by the authority responsible for such determination; or 2) the Reinsurer determines and reports to the appropriate regulatory authority that its Total Adjusted Capital has dropped below 2.0 times its Authorized Control Level Risk Based Capital. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances.

Upon recapture, the Company will pay the pool reinsurer a recapture fee equal to any financial penalties charged to the Reinsurer by any retrocessionaires plus the present value of future expected profits based on original Reinsurer pricing assumptions, not to be less than $0 and to be calculated by a third party.

Notwithstanding the foregoing, recapture will not be allowed due to insolvency or financial impairment if the reinsurer, within 60 days of the advent of insolvency or financial impairment, establishes and maintains credit for reinsurance at 125% of the Company’s statutory reserve credit.

The Company shall recapture business (if eligible per this Article) in accordance with the following rules:

(a) The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture.

(b) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(c) The Reinsurer shall be liable for its share of any claim incurred up to and including the date of recapture.

Insolvency

For the purpose of this Agreement, the Company or the Reinsurer shall be deemed “insolvent” when it:

(a) applies for or consents to the appointment of a rehabilitator, conservator, liquidator or statutory successor of its properties or assets; or

(b) is adjudicated as bankrupt or insolvent; or

15

ARTICLE X (cont’d)

(c) files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or

(d) becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of the Company, or the Reinsurer, as the case may be.

In the event of the insolvency of the Reinsurer or the Company, any amounts owed by the Company to the Reinsurer and by the Reinsurer to the Company, under the Agreement, shall be set-off and only the balance shall be paid.

The Reinsurer shall be liable only for the amounts reinsured with the Reinsurer and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement with the Company.

In the event of the insolvency of the Company, the reinsurance obligations under this Agreement shall be payable by the Reinsurer directly to the Company, its liquidator, receiver, rehabilitator, conservator or statutory successor, immediately upon demand, with reasonable provision for verification on the basis of the claims allowed against the insolvent company by any court of competent jurisdiction or by any rehabilitator, receiver, conservator, liquidator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Company, or because the rehabilitator, receiver, conservator, liquidator or statutory successor has failed to pay all or a portion of any claims.

It is understood, however, that in the event of such insolvency, the rehabilitator, conservator, receiver, liquidator or statutory successor of the Company shall give written notice of the pendency of a claim against the Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceedings, and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator, rehabilitator, receiver, conservator or statutory successor.

It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance Agreement as though the Company had incurred such expense.

16

ARTICLE XI

Taxes & Expenses

DAC Tax

The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g)(8) of the Income Tax Regulation under Section 848 of the Internal Revenue code of 1986, as amended, whereby:

(a) the party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(l); and

(b) both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency.

The term “net consideration” will refer to either net consideration as defined in Regulation Section 1.848-2(f) (or gross amount of premiums and other consideration as defined in Regulation Section 1.848-3(b), as appropriate).

The method and timing of the exchange of this information is set out in Exhibit F.

This DAC Tax Election shall be effective for all years for which this Agreement remains in effect.

The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

The Reinsurer’s Taxes and Expenses

Apart from any taxes, allowances, commissions, refunds, and expenses specifically referred to elsewhere in this Agreement, the Reinsurer shall pay no commissions, allowances, taxes, or proportion of any expense to the Company in respect of any cession.

17

ARTICLE XII

General Provisions

Oversights

It is agreed that any unintentional or accidental failure to comply with the terms of this Agreement which can be shown to be the result of an oversight, misunderstanding or clerical error on the part of either party shall not be deemed to be an abrogation of the Agreement or an invalidation of the reinsurance. Upon discovery, the error shall be promptly corrected by both parties, being restored to the position they would have occupied had the oversight, misunderstanding or clerical error not occurred.

This provision shall apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Agreement and not to the administration of the insurance provided by the Company to its insured. Any negligent or deliberate acts or omissions by the Company regarding the insurance provided are the responsibility of the Company and its liability insurer, if any, but not that of the Reinsurer.

Good Faith

The Company and Reinsurer agree that all matters with respect to this Agreement require utmost good faith of both parties. The Reinsurer and the Company shall have the right, at any reasonable time, to inspect, audit and photocopy, at the other’s offices all records, books and documents relating to the reinsurance under this Agreement, which the Company or the Reinsurer shall make fully available immediately upon demand of the Reinsurer or the Company.

Each party represents and warrants to the other party that:

(i) it is solvent on a statutory basis in all states in which it does business or is licensed, and

(ii) (a) its Total Adjusted Capital is at least equal to 2.0 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled party, or

(b) it has satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled party.

Each party agrees to promptly notify the other if it subsequently becomes insolvent or financially impaired, as described in Article X.

Each party acknowledges that the other party has entered into this Agreement in reliance upon their representations and warranties. The Company affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a change in underwriting or issue practices or philosophy, a change in underwriting management personnel, or a change in the Company’s ownership or control.

Offset

The Company and the Reinsurer will have the right to offset any balance or balances whether on account of premiums, allowances or claims due from one party to the other, under this Agreement or under any other reinsurance agreement between the Company and the Reinsurer.

The right of offset will not be affected or diminished because of the insolvency of either party.

Duration of Agreement

This Agreement is effective as of the effective date set out in Exhibit B and is unlimited as to its duration. It may be terminated for further new reinsurance by either party giving at least ninety (90) days notice to that effect by registered letter addressed to General Counsel of the other party. During the period of such ninety (90) days the Reinsurer shall continue to accept new reinsurance under the terms of this Agreement. This notification period would be waived in the event the Reinsurer is deemed insolvent as set out in Article X. Further, the Reinsurer remains liable for all cessions existing at the date of the expiration set forth in the notice until their natural expiration, unless the parties mutually decide otherwise or as specified otherwise in this Agreement.

18

ARTICLE XII (cont’d)

Severability

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

Benefit

Except as otherwise provided, this Agreement shall be binding upon the parties hereto and their respective successors and assigns.

Confidentiality

Both parties agree to comply with all applicable laws and to protect and hold all nonpublic personal policyholder information provided to the Reinsurer in conjunction with this Agreement in strict confidence and to take reasonable steps necessary to protect the nonpublic personal information from unauthorized or inadvertent disclosure. Nonpublic personal information includes information pertaining to domestic abuse, and consumer personal financial information and health information, provided to the Reinsurer by the Ceding Company in conjunction with carrying out the Reinsurer’s obligations under this Agreement.

It is understood and the parties agree that subject to all applicable laws, the Reinsurer will not be prohibited from disclosing such nonpublic personal information as might be necessary for purposes of fulfilling the Reinsurer’s obligations under this Agreement, further retrocession of the reinsured business, during the course of external audits, or as required by applicable law or court order.

The Reinsurer’s obligation to maintain the confidentiality of nonpublic personal information provided to the Reinsurer shall survive termination of this Agreement and shall remain in effect for as long as the nonpublic personal information remains in the Reinsurer’s possession.

Construction

This Agreement shall be construed and administered in accordance with the laws of the State of Michigan and the rights and obligations of this Agreement shall, at all times, be regulated under the laws of the State of Michigan.

Lead Pool Reinsurer

Details on the Lead Pool Reinsurer are shown under Exhibit G.

OFAC Compliance

It is the intention of the Company and the Reinsurer to comply with all applicable laws, statutes, regulations and rules. The Company is responsible for compliance with all such laws, statutes, regulations and rules applicable to the sale and solicitation of policies reinsured under this Agreement including, but not limited to, the requirements of the USA PATRIOT Act and the United States Department of the Treasury’s Office of Foreign Asset Control (hereinafter referred to as “OFAC”). Should either party receive information that a policy reinsured under this Agreement may insure or be owned, transferred or payable to or be brokered or sold by a Specially Designated National (hereinafter referred to as “SDN”), as such term is defined by OFAC, that party shall provide such information to the other party. In no event shall the Reinsurer be liable for reinsurance unless the issuance of insurance by the Company met the OFAC regulatory requirements. No reinsurance claim shall be payable on a policy insuring, owned by or payable to a SDN that does not hold a valid OFAC license.

Alterations to Agreement

Any alteration to this Agreement shall be null and void unless attached to the Agreement and signed by both parties.

Parties to Agreement

This is an Agreement solely between the Company and the Reinsurer. The acceptance of reinsurance hereunder shall not create any right or legal relation between the Reinsurer and the insured, beneficiary, or any other party to any policy of the Company, which may be reinsured hereunder.

19

ARTICLE XII (cont’d)

Assignment

Neither the Company nor the Reinsurer may assign any of the rights and obligations under this Agreement, nor may either party sell, assumption reinsure or transfer the policies without the prior written consent of the other party. Consent will not be withheld if the assignment, sale, assumption reinsurance or transfer does not have a material effect on the risks transferred or the expected economic results to the party requested to consent. This provision shall not prohibit the Reinsurer from reinsuring the policies on an indemnity basis.

Entire Agreement

This Agreement represents the entire agreement between the Company and the Reinsurer and supercedes with respect to its subject matter, any prior oral or written agreements between the parties. There are no understandings between the parties to this Agreement other than those expressed in the Agreement.

Counterparts

This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

20

Made in duplicate and executed by all parties.

Signed for and on behalf of:

John Hancock Life Insurance

Company (U.S.A.)

of Bloomfield Hills, Michigan

On:	On:
By:	By:
Title:	Title:

Signed for and on behalf of:

Transamerica Occidental Life Insurance Company

of Cedar Rapids, Iowa

On:	12/30/05	On:	12/30/05
By:	/s/ Unknown	By:	/s/ Unknown
Title:	2nd VP	Title:	Sr. VP

Made in duplicate and executed by all parties.

Signed for and on behalf of: John Hancock Life Insurance Company (U.S.A.) of Bloomfield Hills, Michigan
On:	Dec 30/05	On:	Dec. 30, 2005
By:	/s/    Jonathan Porter	By:	/s/    Naveed Irshad
	Jonathan Porter		Naveed Irshad
Title:	VP & CFO U.S. Insurance	Title:	VP Product Management
Signed for and on behalf of: Transamerica Occidental Life Insurance Company of Cedar Rapids, Iowa
On:		On:
By:		By:
Title:		Title:

21

EXHIBIT A-I

Page 1

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	November 2005		BI	November 2005

22

EXHIBIT A-I

Page 2

Plans Reinsured
Acronym	Survivorship Plans	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	January 1997		BII	January 1, 2005
STREM	Survivorship Term	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	February 2004		BII	January 1, 2005

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange
LP	Life Plus	STI (SIO)	Supplementary Term Insurance

Policy Features on all plans:

• Six month Policy Exchange program

• Maturity Extension

23

EXHIBIT A-II

THE COMPANY’S UNDERWRITING FORMS,

EVIDENCE, AND ISSUE RULES

The following information and items are to be provided to the Reinsurer upon request:

1. Application for Life Insurance Package and Medical Exam Form

2. Temporary Insurance Agreement

3. Reinstatement Rules

TEMPORARY INSURANCE AGREEMENT

The Reinsurer’s liability shall not exceed the Reinsurer’s proportionate share of the amount stated in the Company’s Temporary Insurance Agreement (TIA). However, it is understood that the Reinsurer agrees to accept it’s proportionate share of the Company’s portion under the TIA, if the Company has no available retention.

The Company’s maximum TIA liability is $1,000,000 for single life policies and $5,000,000 for survivorship policies.

Locked in Insurability:

Once a TIA is completed and provided all the conditions are met, changes in insurability that post-date the TIA, while it is in effect, will be ignored for the lesser of the face amount or $1,000,000 individual, $5,000,000 survivorship.

24

EXHIBIT A-III

POOL PARTICIPANTS

@ January 1, 2005

REINSURER	AUTOMATIC SHARES – First Dollar Quota Share Basis
Transamerica Occidental Life Insurance Company	30	%
Munich American Reassurance Company	20	%
Generali USA Life Reassurance Company	20	%
Optimum Reassurance Inc.	10	%

25

EXHIBIT B

Page1

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: The Reinsurer agrees to accept reinsurance coverage for policies backdated not to exceed 1 year (where the suicide and contestable clauses begin the date the policy is issued, not the back dated date) or 6 months (where the suicide and contestable clauses are back dated as well) and the maximum allowed by the state in which the policy is issued prior to the effective date of this Agreement. However, it is agreed that the Reinsurer shall not be liable for any mortality risks on such policies until the effective date of this Agreement. The Reinsurer agrees to pay allowances with effect from each policy year date of each policy and the Company agrees to remit reinsurance premiums due from the policy year date of each policy.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five-year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A List”, outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A list” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A List” shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 30% (thirty percent) first-dollar quota share of the policy, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 37.5% (thirty-seven point five percent) first-dollar quota share of the policy will be reinsured with the Reinsurer equal up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

Any application may be offered for Facultative Reinsurance Coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

26

EXHIBIT B

Page 2

11. RATE GUARANTEE:

i) YRT rates are guaranteed not to exceed the one-year term rate calculated using the appropriate guaranteed valuation mortality table and interest assumption. The reinsurance rates are guaranteed not to exceed the 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker Sex Distinct Mortality Table. The Reinsurer may only increase its reinsurance premiums if:

a The Company increases any of its [*] on any business reinsured under this Agreement. If the Reinsurer increases its premium rates [*] to [*], the Company reserves the right to recapture business affected with no recapture fee; or

b The cumulative annualized conversion rate under this agreement exceeds [*]% as measured by number of policies

ii) The Company and the Reinsurer will mutually agree to necessary and appropriate notification of changes to any non-guaranteed charges to policyholders that would trigger the right of the Reinsurer to increase reinsurance premiums.

iii) The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that the Reinsurer will not be required to hold any amount of U.S. statutory reserves in excess of  ¹/2 cx calculated on the basis of 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker, sex distinct table and the prevailing Statutory valuation interest rate. Should the Reinsurer at any time be required to establish or maintain any such reserve amounts by any insurance regulatory authority having jurisdiction over the Reinsurer, upon the Reinsurers written notice to the Company thereof, this YRT rate provision will be automatically amended to eliminate a) and b) above.

iv) At any time during the twelve month period following any increase in reinsurance premiums other than as provided in i) above the Company shall have the right, at its option, to recapture all, but not less than all, of the Reinsured Policies on which reinsurance rates have been so increased, regardless of the Reinsured Policies’ duration in force. The recapture settlement amount will be an amount equal to the portion of the unearned gross reinsurance premiums attributable to the recaptured business, net of any unearned reinsurance allowances, all determined as of the effective date of the recapture. The Reinsurer will pay the recapture settlement amount required not later than forty-five (45) days following final determination of such amount.

12. MINIMUM FINAL CESSION: Zero

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession, point-in-scale, using the issue age and current duration of the original policy.

15. RECAPTURE IN FORCE PERIOD:

15 Years for Single Life policies

20 Years for Joint Life policies

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

27

EXHIBIT B

Page 3

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

28

EXHIBIT B-I

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

For Polices with five Underwriting Classes:
Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

29

EXHIBIT B-I

Page 2

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated /1000)^{multiple rating}, 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

7. INCREASING PLANS/RIDERS (INCLUDING ROP):

If life insurance on a reinsured policy is increased and the increase is subject to new underwriting evidence, then the increase of life insurance on the reinsured policy will be administered the same as the issuance of a new policy.

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criterion are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the maximum increase has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not subject to new underwriting evidence are not allowed under this Agreement.

Reporting requirements for increasing plans are outline in Exhibit I.

Note: The above clause does not apply to increases attributable to maintain the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

30

EXHIBIT B-I

Page 3

8. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider, and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

31

EXHIBIT B-II

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

32

EXHIBIT B-II

Page 2

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated/1000)^{multiple rating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

• the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

33

EXHIBIT B-II

Page 3

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

8. INCREASING PLANS/RIDERS (INCLUDING ROP):

If life insurance on a reinsured policy is increased and the increase is subject to new underwriting evidence, then the increase of life insurance on the reinsured policy will be administered the same as the issuance of a new policy.

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criterion are met;

(i) the increase(s) are scheduled and known at issue; or

(ii) the maximum increase has been capped at issue; and

(iii) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not subject to new underwriting evidence are not allowed under this Agreement.

Reporting requirements for increasing plans are outline in Exhibit I.

Note: The above clause does not apply to increases attributable to maintain the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

9. RETURN OF PREMIUM RIDER: For products issued with a Return of Premium Rider, and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

34

EXHIBIT C

RETENTION LIMITS

Life:

The Company will retain 20% first dollar quota share of each policy up to the following Corporate Retention Limits.

It is understood that if the Company has retention on existing insurance, the Company may retain less than 20% of a policy reinsured under this Agreement, in order to avoid exceeding the Company’s Corporate Retention Limits.

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, the Reinsurer will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, the Reinsurer will offer their full retention based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

a If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

b If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

c If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

d If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

35

EXHIBIT D

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The Company reinsures 80% of the risk. Once (if) the Company’s corporate retention is full, 100% of the risk is reinsured. The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to the reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$50,000,000	$25,000,000
71 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

The Reinsurer agrees to accept 30% (thirty percent) first dollar quota share of the policy or 37.5% (thirty-seven point five percent) of the Automatic Reinsurance Pool Capacity, (as specified in Exhibit B), up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits, below. It is understood that if the Company’s corporate retention limits are full on a life, 100% of the risk will be ceded to the pool of which the Reinsurer’s share is 37.5% (thirty-seven point five percent) up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$15,000,000	$15,000,000	$15,000,000	$7,500,000
76 – 80	$15,000,000	$7,500,000	$5,625,000	$3,750,000
81 – 85	$5,625,000	$5,625,00	$1,875,000	Nil
86 – 90	$937,500	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbi. 4	Tbl. 5 – Tbi. 8	Tbl. 9 – Tbl. 16
0 – 70	$18,750,000	$18,750,000	$18,750,000	$9,375,000
71 – 80	$9,375,000	$9,375,000	$9,375,000	$3,750,000
81 – 85	$1,875,000	$1,875,000	$1,875,000	Nil
86 – 90	$937,500	Nil	Nil	Nil

36

EXHIBIT D

Page 2

Notes:

• The Automatic Limit for Entertainment and Professional Athletes is $20,000,000, for Issue Ages 0- 80. If an individual risk meets all other requirements for automatic reinsurance and is a player or coach on a National Hockey League, National Football League, National Basketball Association or Major League Baseball team, prior to ceding the risk under this Agreement, the Ceding Company must confirm Reinsurer’s available capacity for that risk. The Ceding Company, by telephone or electronic mail, shall: (1) notify the Reinsurer’s Chief Underwriter or designate of the applicant’s name, date of birth, sport and team affiliation, total insurance in-force and to be placed, and face amount required from the Reinsurer; and (2) confirm that the risk has completed an application for insurance. The Reinsurer shall endeavor to inform the Ceding Company of its available capacity for the risk within two business days. After the Reinsurer has advised its available capacity, the Ceding Company may cede no more than that amount on an automatic basis.

• Automatic Limits on Aviation risks are reduced proportionately according to the Company’s normal retention reduction

• If the Company’s Corporate Retention Limits are reduced for discretionary reasons notification shall be sent to the Reinsurer and the Reinsurer may proportionately reduce the automatic binding limit.

• Foreign Travel Details:

The following applies to US citizens or permanent residents living abroad for up to a maximum of 5 years. This includes residents of Guam, Puerto Rico and US Virgin Islands. They must be permanent US residents prior to the travel and be returning to permanent resident status within 5 years.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

• Foreign Nationals Details:

The following applies to residents of foreign countries (“A” countries listed below).

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

“A” List Countries

An asterisk indicates that preferred rates are available. All other cases are to be issued standard, not preferred.

Andorra*, Argentina, Australia*, Austria*, Bahamas*, Barbados*, Belgium*, Bermuda*, British Virgin Islands*, Canada*, Cayman Islands*, Chile, Costa Rica, Denmark*, Finland*, France*, Germany*, Greece*, , Hong Kong*, Iceland*, Ireland*, Italy*, Liechtenstein*, Luxembourg*, Malta*, Mexico*, Monaco*, Netherlands*, New Zealand*, Norway*, Panama, Portugal*, San Marino*, Singapore*, Spain*, Sweden*, Switzerland*, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland)*

37

EXHIBIT D

Page 3

Jumbo Limits:

The Jumbo Limit is defined as the total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced

Issue Age	Super Preferred – Table 16
0-80	$65,000,000
81-90	$50,000,000

The Company will at the time of final underwriting approval, give the Reinsurer written notification of any case they bind automatically where the Jumbo amount exceeds $50,000,000. Failure to provide written notice at the time of approval could result in the denial of a claim.

This Jumbo Limit is subject to change based on availability.

Notes:

• The Jumbo Limit for Entertainment and Professional Athletes apply to Issue Ages 0-80 only

• The Jumbo Limits for Aviation risks are reduced proportionately according to the Company’s Aviation retention reduction

38

EXHIBIT E

REINSURANCE REPORTS

DATA NOTIFICATION: The Company shall send to the Reinsurer reports, in substantial compliance with the Society of Actuaries Guidelines, at the times indicated below:

Report	Frequency	Due Date
Billing Statement (by Treaty, totals by Reinsurer )	Monthly	10 days after month end
Reinsurance Policy Exhibit (Summary of movement during the past period)	Monthly / Quarterly/ Annually	10 days after period due
Reinsurance Listing In-Force Report	Quarterly	10 days after quarter end
Net Amount at Risk, Premiums &	Quarterly	10 days after quarter end
Total Reserves (when required) (Summary)	Quarterly	17 days after quarter end
Initial Notice of Claim	Monthly	Monthly
Statement of Claims Incurred (New Claims for the Month)	Monthly	10 days after month end
Statement of Reinsured Claims Collected (Claims Netted off the Current Statement)	Monthly	10 days after month end
Increasing Risk – Ultimate Death Benefit Report	Monthly	10 days after month end

39

EXHIBIT E

Page 2

FACULTATIVE REPORTING: The full details of the facultative new business shall be outlined on the Company’s Policy Detail Report.

THE REINSURER’S RATINGS: The Company may annually request the most recent credit rating reports on the Reinsurer issued by Standard & Poor’s and/ /or A.M. Best Company. These credit reports done by the credit agency should include sections that indicate the assigned rating for the Reinsurer, the rationale for the rating, the outlook for the Reinsurer and a business and financial profile.

RESERVES:

Quarter End Reserves: The Company shall advise the Reinsurer within 17 working days of the end of each quarter, of the amount of reserves calculated on the reinsurance in force under this Agreement, as of the end of the preceding quarter. Any estimated figures provided should be confirmed by actual reserve figures.

Year End Reserves: By February 15th of each year, the Company’s valuation actuary shall certify the amount of reserves calculated on the reinsurance in force under this Agreement as of December 31st of the preceding year.

YRT Deficiency Reserves: If deficiency reserves are required to be held by the Company on any reinsured policy, the entire amount of any such reserve will be established and held by the Company.

40

EXHIBIT E-I

POLICY INFORMATION

Treaty Date (not available in reports only in paper treaty)

Treaty Number

Reinsurance Method

Client Policy Number

Automatic/Facultative Indicator

Joint Life Indicator

Name

Last Name

First Name

Middle Initial

Date of Birth

Issue Age

Gender

State of Residency

Table Rating

Smoker Indicator

Preferred Risk Indicator (included with smoker indicator (i.e. P = Preferred NS))

Issue Month/Day/Century/Year (JH provides Policy Year Date, but field is labeled “Issue Date”)

Age Basis

Original Plan Code

Plan Description (i.e., WL. R&C, GPWL) - (not available from T1A must see treaty)

Plan Type (i.e., perm, term, UL, End, Ann.)

Face Amount Issued

Original Amount Reinsured

Current Amount Reinsured

Life Standard Premium

Life Substandard Premium (mortality extra premiums are added to base premium and only total is provided to reinsurer. Only flat extras are reported separately.)

Flat Extra Premium

Length of Flat Extra Premium

W.P. Premium

ADB Premium

Rider Premium

Life Standard Discount (not applicable as premium is net of ratings or discounts)

Life Substandard Discount (not applicable)

Flat Extra Allowance

W.P. Allowance (not applicable as benefit no longer reinsured)

Termination Date (not applicable)

Reinstatement Date

Special Products (required if applicable)

If Joint, Type (i.e., last survivor, 1^st to die)

Joint Insured Name

Joint Last Name

Joint First Name

Joint Middle Initial

Joint Issue Age

Term Additions Indicator

(not applicable as benefit no longer reinsured)

Long Term Care Indicator

Purchase Options

Dividends

Policy Fee

Cash Value

Additional Data Items (not required)

Par/Non-Par Indicator

Social Security number

Years From Issue to Conversion

Reinsurance Premium Mode

Retention Amount

Cash Value

First Year/Renewal Indicator

41

EXHIBIT E-II

POLICY EXHIBIT

Current Period			Year-to-Date
	Number of Policies	Amount of     Reinsurance		Number of     Policies	Amount of     Reinsurance
In Force Beginning of Period			In Force Beginning of Period
Issues – Automatic			Issues – Automatic
Issues – Facultative			Issues – Facultative
Cancellations (NTO’s)			Cancellations (NTO’s)
Reinstatements			Reinstatements
Other Increases			Other Increases
(Totals are not available)			(Totals are not available)
Deaths			Deaths
Recaptures			Recaptures
Expiries & Maturities			Expiries & Maturities
Lapses & Surrenders			Lapses & Surrenders
Other Decreases			Other Decreases
(Totals are not available)			(Totals are not available)
In Force End of Period			In Force End of Period

42

EXHIBIT E-III

Page 2

VALUATION RESERVES

For Self-Administered Business

As of MM/DD/YY

Treaty #

Issue Year

Reinsurance Type

# of Policies

Units Reinsured

Annualized Gross

Net Valuation Premiums

Life Reserves

Reserve Method*

Supplementary Reserves

Statutory

Tax

Substandard

WP

AI

Deficiency

Other

Premiums

TA001

1991

YRT/

1992

Co-insurance/

1993

Modco

1998

1999

Total

TA002

1993

1994

1995

1998

1999

Total

TA003

1997

1998

1999

Total

As the valuation actuary of the below named company, I certify that the information above is correct as shown.

Company:

Signature:

Name:

Title:

Date:

43

EXHIBIT F

DAC TAX ELECTION

Method of Exchanging Information

The Reinsurer and the Company agree to the DAC Tax Election and accordingly will exchange information in the following manner:

1. The Company will submit a Schedule to the Reinsurer by May 1st, of each year, of its calculation of the net consideration (as referred to in Article XI) for the preceding calendar year.

2. The Reinsurer, in turn, will complete the Schedule by indicating acceptance of the Company’s calculations of the net consideration or by noting any discrepancies. The Reinsurer will return the completed Schedule to the Company by June 1st, of each year.

3. If there are any discrepancies between the Company’s and the Reinsurer’s calculation of the net consideration, the parties will act in good faith to resolve the discrepancies by July 1st, of each year.

44

EXHIBIT G

LEAD REINSURER

Responsibility of Lead Reinsurer

The Lead Reinsurer for underwriting purposes is Transamerica Occidental Life Insurance Company.

The Company may contact the Lead Reinsurer verbally or in writing on a case that otherwise falls within the automatic binding parameters when a second opinion of a medical, non-medical or financial nature is desired. The Company shall recommend a rating or course of action, and request that the Lead Reinsurer concur with that recommendation, thereby binding all pool members.

In addition to making a decision to bind all pool members, the Lead Reinsurer may alternatively agree to accept their pool share only, recommend an alternate decision that would be acceptable to the pool, or recommend that the case be submitted facultatively to all pool members.

Cases outside of the pool automatic binding limits will be handled on a traditional facultative basis as set forth in this Agreement.

APPLICABLE AUTOBIND LIMITS:

Maximum age - 80

Maximum face amount: Domestic cases $25,000,000

Foreign Residence/Travel cases to A Countries only $5,000,000

APPLICABLE JUMBO LIMITS:

Domestic cases $65,000,000; Foreign Residence/Travel cases to “A” countries only $20,000,000

45

EXHIBIT H

REQUIREMENTS FOR AUTOMATIC REINSURANCE

Underwriting Requirements for Automatic Reinsurance

All amounts ceded to the Reinsurer must be HIV tested and fully underwritten according to the Company’s normal underwriting practices and criteria. The maximum table rating that can be ceded on an automatic basis will be Table 16 for individual policies. For survivorship policies, the better life must be table 16 or better. The costs of any exception to these requirements will be borne by the Company. For any underwriting exception, the Company will pay the Reinsurer the true underwriting class reinsurance premium.

The Reinsurer will accept risk underwritten according the Healthstyles Program as defined by the Company at the true underwriting class rather than the issued underwriting class. Any risk falling into the category of special underwriting programs shall be excluded from this Agreement.

The Company’s preferred underwriting criteria, age and amount requirements and internal underwriting exception criteria are attached to and are part of the Agreement, in Exhibit K. Any proposed changes to the Company’s preferred underwriting criteria, age and amount requirements and internal underwriting exception criteria shall be submitted to the Reinsurer for written approval prior to implementation. If the Reinsurer does not respond within thirty (30) days, it shall be presumed that the Reinsurer is agreeable to such modification.

The Company will use the Manulife Underwriting Manual (MUM), which is incorporated by reference into this Agreement. The Company shall provide the Reinsurer’s Chief Underwriter and/or Chief Medical Director with immediate written notice of any material modifications to MUM. If the Reinsurer does not respond within thirty (30) days, it shall be presumed that the Reinsurer is agreeable to such modification.

The Reinsurer’s liability for any policy reinsured on an automatic basis that did not meet the requirements for automatic reinsurance at the time the policy was issued shall be limited such that the Reinsurer would be in the same financial position had the policy been issued as though the requirements for automatic reinsurance had been followed.

Special Requirements for Automatic Reinsurance:

1. Within seven days after the last business day of a calendar month, the Company shall provide the Reinsurer’s Chief Medical Director with an electronic data file of final underwriting decisions (declines as well as issues) made during that month.

2. Within seven days after the last business day of a calendar month, the Company shall provide the Reinsurer’s Chief Medical Director with an electronic data file of final underwriting decisions made during the month where the face amount is $1,000,001 or greater.

3. If an individual risk meets all other requirements for automatic reinsurance and is a player or coach on a National Hockey League, National Football League, National Basketball Association or Major League Baseball team, prior to ceding the risk under this Agreement, the Ceding Company must confirm Reinsurer’s available capacity for that risk. The Ceding Company, by telephone or electronic mail, shall: (1) notify the Reinsurer’s Chief Underwriter or designate of the applicant’s name, date of birth, sport and team affiliation, total insurance in-force and to be placed, and face amount required from the Reinsurer; and (2) confirm that the risk has completed an application for insurance. The Reinsurer shall endeavor to inform the Ceding Company of its available capacity for the risk within two business days. After the Reinsurer has advised its available capacity, the Ceding Company may cede no more than that amount on an automatic basis.

The data fields for the two reports noted in 1 and 2 above are outlined in Exhibit I, Special Reporting Requirements.

46

EXHIBIT I

SPECIAL REPORTING REQUIREMENTS

Plans with Increasing Net Amount at Risk

For policies reinsured on a facultative basis, the Company shall provide the Reinsurer with an illustration as part of the facultative reinsurance application.

For policies reinsured on an automatic basis, the face amount and ultimate death benefit/ultimate net amount at risk ceded to the Reinsurer shall not exceed the Automatic Limits, outlined in Exhibit D. For purposes of determining compliance with the Jumbo limit, such calculation shall be based on the policy’s ultimate death benefit/ultimate net amount at risk.

For policies reinsured on a facultative basis, the ultimate net amount at risk ceded to the Reinsurer shall not exceed the ultimate amount stated in the Reinsurer’s facultative offer.

For policies with increasing net amount at risk, the Company will identify separately such plans. In addition, the Company will report such plans separately as outlined in the table below entitled Increasing NAAR File Fields.

Special Reporting Files

The Company shall report to the Reinsurer on a monthly basis, seven business days after the last business day of the month the information outlined in the tables below.

Final Underwriting Decisions

The Company shall provide the Reinsurer with information pertaining to their final underwriting decisions as outlined in the table below. The coding included in the table are suggestions, but any reasonable and consistent method will be acceptable to the Reinsurer. The file provided by the Company to the Reinsurer should include all final underwriting decisions for the calendar month.

Field	Values	Comments
Policy #	Alphanumeric	Must be unique
Product	byte: product code	Could be text field or other label
Face Amount	long integer (nearest dollar)	or currency or text
Age	byte:	ANB or DOB with suitable format
JLS	byte	1 for single life; 2 for joint life
Underwriter	byte or integer	Must be able to link to table of UW’s and their approval limits
Smoker	byte	0 NS; 1 SM
True UW class	alphanumeric: codes for Super Pref, Pref, Std; table rating, FE; Decline
Issued Class	alphanumeric: same, excluding declines
Final action date	Date format	Determined by system

47

EXHIBIT I

Page 2

Large Case Identifiers (final decisions)

The Company shall provide the Reinsurer with information pertaining to Large Cases as outlined in the table below. The Company and the Reinsurer have agreed that large cases will be handled with the appropriate precautions to protect the privacy of the proposed insureds. A large case is defined as a face amount of $1,000,001 and up.

Field	Values	Comments
Policy #	Alphanumeric	Must be able to link to UW decision records
Last Name	Alpha: 20 bytes	Spaces allowed
First Name, MI	Alpha: 15 bytes	Space to separate First Name & MI
SSN	Alphanumeric: 9 bytes	No spaces; zeroed if no SSN issued
POB	Text: 20 bytes	Place of birth
MIB codes	Text: 20 bytes	First 3 codes as received from MIB
Impairment codes	Text: 20 bytes	First 3 codes reported to MIB or other internal UW codes

Increasing NAAR File Fields

The Company shall provide the Reinsurer with information pertaining to plans with increasing net amount at risks as outlined in the table below:

Field	Values	Comments
Policy #	Alpha numeric	Must be unique
Last Name	Alpha: 20 bytes	Spaces allowed
First Name, MI	Alpha: 15 bytes	Space to separate First Name & MI
Age	Byte:	ANB or DOB with suitable format
Sex	Byte:	M, F, U
Quota Share %
Direct initial face amount	Long integer (nearest dollar)	or currency or text
Direct max Ultimate face amount	Long integer (nearest dollar)	or currency or text
Direct initial NAAR	Long integer (nearest dollar)	or currency or text
Direct max Ultimate NAAR	Long integer (nearest dollar)	or currency or text
Ceded to TARe initial face amount	Long integer (nearest dollar)	or currency or text
Ceded to TARe max Ultimate face amount	Long integer (nearest dollar)	or currency or text
Ceded to TARe initial NAAR	Long integer (nearest dollar)	or currency or text
Ceded to TARe max Ultimate NAAR	Long integer (nearest dollar)	or currency or text

Business Mix File Fields

Profile of new business issues is provided from Monthly feed.

Mortality & Lapse Studies

Annual Mortality and Lapse studies will be consistent with information sent with RFP submission.

48

EXHIBIT J

THE REINSURER UNDERWRITING AUDITS

Annual Audits

The Company and the Reinsurer will work together in utmost good faith to provide remote access in Charlotte, NC to the Company’s underwriting system by resolving system and privacy issues on a timely basis.

Internal Underwriting Audits

The Company will provide the Reinsurer with an executive summary of internal audits on a quarterly basis.

Other Reinsurers’ Underwriting Audits

The Reinsurer will have access to final Underwriting Audits of another reinsurer as they become available as long as the other reinsurer agrees. In situations where an audit has been done and the final audit report is outstanding after 90 days, the Company will notify and provide the Reinsurer with the status of the audit (status to be determined by the Company) and the name of the reinsurer.

Claims

Underwriting file will be provided to the Reinsurer on claims in Band 3 ($3 million+) up to duration 5 within 30 days of claim payment.

Audit Definitions for the Company

Class Reductions: Occasionally, the Company will perform CRs and the Reinsurer will be paid the true premium. As long as internal procedures are followed and the true premium is correctly paid, none of these situations will be considered “Errors” or “Differences of Opinion.”

Underwriting Error: While no errors can be considered “acceptable,” a rate greater than 0.5% (half of one percent) will be cause for action, which may be additional audits or further steps as appropriate. Note that errors are by definition inconsistent with the Agreement terms. Errors are determined at audit and the final rate is calculated as follows after the Company has had an opportunity to respond:

# errors	/
		# _ UW _ decisions _ audited

The following lists the majority of what can be considered underwriting errors:

a) Error in following procedures regarding Class Reductions such that the Reinsurer is not paid the “true” premium.

b) Error in rating an impairment – failure to follow MUM where the impairment and its severity are clearly evident. If there is a basis for a different interpretation of the facts, this basis must be well documented and what would have been an error is then a “difference of opinion” (see definition below).

c) “Missed” impairment – failure to recognize the presence of mortality impairments as defined in MUM.

d) “Missed” requirement – failure to recognize need for and/or order a “for cause” requirement as defined in MUM, e.g. a pathology report for a malignancy.

49

EXHIBIT J

Page 2

e) Incompetence – failure to identify and properly organize factors relevant to mortality risk. The mortality factors relevant to a particular impairment are those documented in MUM and the expertise is that considered appropriate for the training, experience, and approval authority of the underwriter.

Difference of Opinion: If none of the error categories apply and the underwriting decision is well documented, but the Reinsurer still does not agree with the decision, it falls into the category of “Difference of Opinion” (DOp). If the DOp is greater than two tables or one preferred class, it will be considered an instance of Underwriting Error and will be counted as such. If a number (greater than 2% of cases and/or face amount audited) of DOps occur and the majority result in underwriting actions detrimental to mortality results, the number in excess of a simple majority will be counted as citations.

Citation: This is an audit term for underwriting errors and “excess” differences of opinion. While citations are not the sole criteria for an acceptable audit, a citation rate exceeding the percentage stated in the Agreement is not acceptable. The final citation rate is calculated after the client-underwriting officer has had an opportunity to respond to the audit findings. A citation rate not exceeding 3% of cases audited will be considered acceptable.

Final Audit Results: As with all other information shared by the Company, the Reinsurer will use audit results to affirm that underwriting decisions are consistent with pricing assumptions and the standards agreed to in the Agreement. Where audits or other measures are unfavorable, the dialogue will be immediate and frank with the goal of bringing results back within expectations.

The Company will be given thirty (30) business days to respond to the draft audit report. The Reinsurer will give the response due consideration. Thirty (30) business days after the Reinsurer receives a response, the Audit Report is considered final, whether amended or not.

The Reinsurer will be given copies of final audit reports performed by other reinsurers. If an audit report, done by another reinsurer, is not “final” after ninety (90) days from the time the audit was performed, the Company will inform the Reinsurer of the fact that an audit had been done, the name of the reinsurer that performed the audit, and the current status of the audit report.

50

EXHIBIT K

ROUTINE UNDERWRITING REQUIREMENTS

51

Effective April 8, 2005   New Routine Medical Underwriting Requirements   •        Requirements are based on age as of nearest birthday   •        For each Proposed Insured on a Survivorship case, routine underwriting requirements are based on half the amount applied for unless one life is uninsurable

AGE	0 – 15	16 – 40	41 – 50	51 – 55	56 – 65	66 – 70	71 – 74	75 – 79	80 – 902
Amount up to 500,000	Health	Para1, BCP,	Para1, BCP,	Para, BCP,	Para, BCP,	Para, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,
	Questionnaire	Micro	Micro	Micro	Micro	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG
500,000 –1,000,000	Health	Para, BCP,	Para, BCP,	Para, BCP,	Para, BCP,	Para, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,
	Questionnaire	Micro	Micro	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG
1,000,001 – 3,000,000	Exam, BCP	Para, BCP,	Para, BCP,	Para, BCP,	Para, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,
	Micro	Micro	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG
3,000,001 – 5,000,000	Exam, BCP	Para, BCP,	Para, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,
	Micro	Micro	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG	Micro, EKG
5,000,001 –10,000,000	Exam, BCP	Exam, BCP	Exam, BCP,	Exam, BCP,	Exam, BCP, Micro,	Exam, BCP, Micro,	Exam, BCP, Micro,	Exam, BCP,	Exam, BCP,
	Micro	Micro	Micro, EKG	Micro, EKG	EKG (Non-Smoker),	EKG (Non-Smoker),	EKG (Non-Smoker),	Micro, EKG	Micro, EKG
					TST (Smoker)	TST (Smoker)	TST (Smoker)
10,000,001 + Up	Exam, BCP	Exam, BCP	Exam, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,	Exam, BCP,
	Micro	Micro	Micro, EKG	Micro, EKG	Micro, TST	Micro, TST	Micro, TST	Micro, EKG	Micro, EKG

LEGEND	BCP	Blood Chemistry Profile	1        Health Questionnaire and Physical Measurements may be substituted for a Paramedical. 2        We will accept another company’s exam form as part of our routine medical requirements. However, for clients ages 80 and older, we will also require EITHER a completed John Hancock Medical Exam (April 2005 version) OR the other company’s exam plus Nation’s CareLink’s Cognitive and Mobility Assessment (which must be completed by Nation’s CareLink).
	EKG	Electrocardiogram
	Exam	MD Examination
	Micro	Urinalysis
	TST	Treadmill Stress Test

IMPORTANT NOTES
Requirements are based on the amount applied for and placed with John Hancock within the last 12 months. If an individual and survivorship policy are applied for, requirements are based on the amount applied for under the individual policy plus half the amount applied for under the survivorship policy.	Additional underwriting requirements such as chest xrays, treadmills, PETs or cognitive assessment may be required by the underwriter due to the Proposed Insured’s medical history, or circumstances of a case or facultative reinsurance.
If one life is uninsurable on a survivorship case, evidence for the insurable life is based on the full amount applied for under the survivorship case and only a Health Questionnaire is required on the uninsurable life.	Requirements do not apply to COLI or LTC. For more information on COLI, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter. Requirements for stand alone LTC coverage are according to the LTC routine underwriting requirements.

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Routine Medical Underwriting Requirements

We want to make it easier for you and your client. With this in mind, we are offering you several ways to complete the routine medical underwriting requirements.

1. John Hancock will accept a John Hancock Medical Exam (April 2005 version) completed by the proposed insured’s attending physician. The doctor can also complete the routine medical requirements.

The John Hancock Medical Exam form (April 2005 version) can be obtained from the Online New Business Forms section of www.jhsalesnet.com.

2. Order the John Hancock Medical Exam (April 2005 version) and all routine medical requirements:

APPS	Order requirements via 1-800-727-2999 or www.appsnet.com
EMSI	Order requirements via 1 -800-872-3674
ExamOne	Order requirements via 1-877-933-9261 or online at www.examone.com
Portamedic	Order requirements via 1-800-765-1010
Superior Mobile Medics	Order requirements via 1-800-898-3926

3. We will accept another company’s exam form as part of our routine medical requirements, However, for clients ages 80 and older, we will also require EITHER a completed John Hancock Medical Exam (April 2005 version) OR the other company’s exam plus Nation’s CareLink’s Cognitive and Mobility Assessment (which must be completed by Nation’s CareLink). Order a Nation’s CareLink Cognitive & Mobility Assessment vis 1-800-201-8897, or Online at www.ncl-link.com, Username: USLife, Password: Lifef2f

    For more information, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter.

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Individual Non – Medical Requirements		Survivorship Non – Medical Requirements
To Age 65		To Age 65
$1,000,001 – $2,500,000	BBR if applicable	$2,500,000 – $5,000,000	BBR if applicable
$2,500,001 – $7,500,000	telephone interview, BBR if applicable	$5,000,001 – $7,500,000	telephone interview, BBR if applicable
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$7,500,001 – $10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
MVR is required at all amounts for Proposed Insureds age 16 and older		$10,000,001 and up	inspection report plus spouse inspection report, BBR if applicable, third party verification of income and net worth1
Age 66 – 79
		MVR is required at all amounts for Proposed Insureds age 16 and older
$1,000,001 – $5,000,000 $5,000,001 – $7,500,000 $7,500,001 and up	telephone interview, BBR if applicable telephone interview, BBR if applicable, third party verification of income and net worth1 inspection report, BBR if applicable, third party verification of income and net worth1	Age 66 – 79 $1,000,001 – $2,000,000 $2,000,001 – $5,000,000 $5,000,001 – $10,000,000	BBR if applicable telephone interview, BBR if applicable telephone interview, BBR if applicable, third party verification of income and net worth1 inspection report plus spouse inspection report, BBR if applicable, third party verification of income and net worth1
If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required MVR is required at all amounts		$10,000,001 and up
Age 80 – 90		If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required
$1,000,001 – $2,500,000 $2,500,001 – $7,500,000 $7,500,001 and up	telephone interview, BBR if applicable telephone interview, BBR if applicable, third party verification of income and net worth1 inspection report, BBR if applicable, third party verification of income and net worth1	MVR is required at all amounts
		Age 80 – 90
If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required MVR is required at all amounts		$2,000,001 – $2,500,000 $2,500,001 – $10,000,000 $10,000,001 and up	telephone interview, BBR if applicable telephone interview, BBR if applicable, third party verification of income and net worth1 inspection report, BBR if applicable, third party verification of income and net worth1
LEGEND    MVR Motor Vehicle Record    BBR Business Beneficiary Report		If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required
IMPORTANT NOTE		MVR is required at all amounts
John Hancock has distributed its own telephone interview script to vendors – Reliable, EMSI, SBSI, Hooper Holmes /Portamedic. Please request it when ordering a telephone interview on a John Hancock application.		For financial professional use only. Not for use with the public.

¹ Third party verification of income (earned and unearned) and net worth must be provided by someone who is independent of the sale such as a CPA, personal attorney or personal broker. We will accept verification of finances either through an inspection report or a letter from the third party.

Insurance products issued by John Hancock Life Insurance Company (U.S.A). John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116.

© 2005, John Hancock Life Insurance Company (U.S.A). All rights reserved MLI0408055245

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EXHIBIT K-I

INTERNAL PREFERRED UNDERWRITING GUIDELINES

52

INTERNAL PREFERRED GUIDELINES

Ages 18-70

1. Cancer eligible for preferred if standard immediately following excision or if standard for past 10 years (including breast cancer in-situ)

Cancer excluded from preferred:

Breast, melanoma, leukemia, Hodgkin’s, non-Hodgkin’s lymphoma, systemic chemotherapy, (not adjunct chemotherapy), radiotherapy to chest/abdomen, nodal or other metastatic disease

2. Ages 60-70: Allow preferred in TYPE 2 DIABETIC if:

A No CAD, kidney disease or renal failure

B Normal BCP (Blood sugar results must be within excellent control range)

C Normal urinalysis

D Meets all other preferred criteria

E Not taking insulin

Flexibility Points: Only one criteria outside of guideline

If total equal 5 with no 0’s, then preferred

If 0 in any category refer to Underwriting Consultant

	Flex Points	Ages 18-50	Ages 51-70
Cholesterol (Treated/Untreated)	2 Points 1 Points	£221 221-250	<235 236-270
Choi/HDL Ratio (Treated/Untreated)	2 Points 1 Points	£4.0 4.1 - 5.0	£5.0 5.1 -5.5
Blood Pressure (Treated/Untreated)	2 Points 1 Points	<130/85 <135/85	< 135/85 <1 40/90
TST>9min., >10 mets & negative TST within the past 12 months- add flex points to meet 5 points criteria	2 Points 1 Points	Ages 60-70 51-59
TST>6-9min., >6-9 mets & negative TST within the past 12 months- add flex points to meet 5 points criteria	1 Points	Ages 60-70
Guidelines for Build Flexibility Points:
1.      Build Flexibility, 1 point if within published guideline 2.      For age 51 and older, we will offer preferred if the Proposed Insured has 5 or more flex points based on cholesterol, chol/HDL and blood pressure and his/her weight does not exceed 125% as shown on the build table in MUM. (Not available with hypertension, hyperlipiderma, or elevated blood sugar)

Effective January 3^rd, 2005

INTERNAL PREFERRED GUIDELINES

Ages 71+ Only

Flex Guidelines

1 . Cancer eligible for preferred if standard immediately following excision or if standard for past 10 years (including breast cancer in-situ)
Cancer excluded from preferred: Breast, melanoma, leukemia, Hodgkin’s, non-Hodgkin’s lymphoma, systemic chemotherapy, (not adjunct chemotherapy), radiotherapy to chest/abdomen, nodal or other metastatic disease
2. Allowed preferred in TYPE 2 DIABETIC if:
A	No CAD, no kidney disease or renal failure
B	Normal BCP (Blood sugar results must be within excellent control range)
C	Normal urinalysis
D	Meets all other preferred criteria
E	Not taking insulin
	3. History of TIA or TGA: Allow preferred after 1 year if history equivocal and the Proposed Insured preferred criteria. History must be investigated. meets all
	4. Family History If the Proposed Insured has a family history of longevity-any combination of 2 parents or siblings living past the age of 80, we will: 1.      Ignore cholesterol >300 mg/dl and HDL <35 mg/dl; or, 2.      Accept blood pressure of 150/90
	5. TST If within the past 24 months, the Proposed Insured had a negative Bruce Protocol TST > 6 min. and/or 6 mets or a negative perfusion study we will: A.     Ignore cholesterol >300 mg/dl and HDL <35 mg/dl or; B.     Accept blood pressure of 150/90 OR C.     If the Proposed Insured has seen a doctor within the past 12 months and from the APS, Medical exam, telephone interview or inspection, we can determine that she/he works outside the home or gets regular exercise, will accept blood pressure of 150/90

Effective January 3^rd, 2005

EXHIBIT K-II

SMOKING DEFINITIONS

53

Effective January 1, 2005 New Smoking Definition

John Hancock offers five classifications based on Smoker/Non-Smoker differentiation:

Super Preferred Non-Smoker	Meets the Super Preferred criteria and has not used any form of tobacco or nicotine products within the last 5 years.
Preferred Non-Smoker	Meets the Preferred criteria and has not used any form of tobacco or nicotine products within the last 2 years.
	Ceremonial Cigar use: An occasional cigar smoker may qualify for Preferred Non-Smoker rates if he/she smokes less than 12 cigars per year, has not used any other form of tobacco or nicotine products within the last 2 years, and microurinalysis is free of nicotine or its metabolites.
Standard Non-Smoker	No cigarette use within the last 12 months and either: 1. Does not meet all Preferred criteria or, 2. Uses other tobacco or nicotine products.
Preferred Smoker	Meets the Preferred criteria but has used cigarettes within the last 12 months.
Standard Smoker	Does not meet the Preferred criteria and has used cigarettes within the last 12 months.

To find out how John Hancock’s progressive, flexible and competitive underwriting practices can help you attain your goals, call your John Hancock Regional Director, visit www.jhsalesnet.com or call our New Business department at

1-800-505-9427, option 2 and ask for an underwriter.

For financial professional use only. Not for use with the public.

Insurance products issued by John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116.

©2005. John Hancock Life Insurance Company (U.S.A.). All rights reserved. MLI1221044548

EXHIBIT K-III

SUPER PREFERRED AND PREFERRED CRETERIA

54

Effective January 1, 2005
	New Preferred and Super Preferred Underwriting Criteria Ages 18 – 70*

Preferred Criteria		Super Preferred Criteria
Blood Pressure (Treated and Untreated)		Blood Pressure (Treated and Untreated)
Up to 140/85	Age 18-50	Up to 135/85	Age 18-50
Up to 145/90	Age 51-70	Up to 140/90	Age 51-70
Build		Build
See Preferred Build Chart for ages 18-70		See Super Preferred Build Chart for ages 18-70
Cholesterol (Treated and Untreated)		Cholesterol (Treated and Untreated)
Up to 250 mg/dl	Age 18-50	Up to 230 mg/dl	Age 18-50
Up to 270 mg/dl	Age 51-70	Up to 250 mg/dl	Age 51-70
*  Total cholesterol up to 300 is OK for Preferred if CHL/HDL ratio is 1 less than the published limit		*  Total cholesterol up to 300 is OK for Super Preferred if CHL/HDL ratio is 1 less than the published limit
Chol/HDL ratio (Treated and Untreated)		Chol/HDL ratio (Treated and Untreated)
Up to 5	Age 18-50	Up to 4.5	Age 18-50
Up to 5.5	Age 51-70	Up to 5	Age 51-70
*  Total Cholesterol up to 300 is OK for Preferred if CHL/HDL ratio is 1 less than the published limit		*  Total Cholesterol up to 300 is OK for Super Preferred if CHL/HDL ratio is 1 less than the published limit
Personal History		Personal History
No history of Cancer,* Coronary Artery Disease, Cerebrovascular Disease or Diabetes*		No history of Cancer, Coronary Artery Disease, Cerebrovascular Disease or Diabetes
No current rateable impairment
*  Some cases may qualify for Preferred
Family History		Family History
No more than one death of a parent or sibling prior to age 60 from Coronary Artery Disease or Cancer		No death of a parent or sibling prior to age 60 from Coronary Artery Disease or Cancer
Alcohol/Drug		Alcohol/Drug
No history of alcohol/drug abuse or treatment within the past 10 years		No history of alcohol/drug abuse or treatment within the past 10 years
DWI/Reckless		DWI/Reckless
No driving while intoxicated or reckless driving conviction within the last 5 years and no more than one conviction ever		No driving while intoxicated or reckless driving conviction within the last 10 years and no more than one conviction ever.
MVR		MVR
Maximum of 2 moving violations within the last 2 years		Maximum of 1 moving violation within the last 2 years
Aviation		Aviation
Only available to private pilots with more than 300 hours of experience who fly 25-200 hours yearly and have IFR or pilots and crew on regularly scheduled airline flights		No participation within the past 12 months
Preferred with a flat extra or aviation exclusion may be available
Hazardous Sports		Hazardous Sports
No participation in a rateable sport.		No participation within the past 12 months
Preferred with a flat extra may be available

PREFERRED BUILD CHART AGES 18 – 70
HEIGHT	4’8”	4’9”	4’10”	4’11”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’ 5”	6’6”
WEIGHT	142	147	152	158	164	170	176	182	186	192	197	203	208	214	219	225	231	237	243	249	255	261	268

SUPER PREFERRED BUILD CHART AGES 18 – 70
HEIGHT	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”	6’7”
WEIGHT	145	149	153	157	162	166	170	176	182	187	193	199	205	210	216	220	223	227	231	235

* Refer to the specific product technical guide to determine the availability of Preferred and/or Super Preferred and for the ages where Preferred and Super Preferred rates are available.

For financial professional use only. Not for use with the public. Page 1 of 2. Not valid without all pages.

Effective January 1, 2005 New Preferred and Super Preferred Underwriting Criteria Ages 71 and older*

Preferred Criteria	Super Preferred Criteria
Blood Pressure (Treated and Untreated)	Blood Pressure (Treated and Untreated)
Up to 145/90	Up to 140/90
	Pulse pressure should be less than or equal to 65
Build	Build
See Preferred Build Chart for Ages 71 and older	See Super Preferred Build Chart for Ages 71 and older
	Demonstrated stable weight for at least the past 3 years
Cholesterol (Treated and Untreated)	Cholesterol (Treated and Untreated)
Over 159 mg/dl, but less than 300 mg/dl	Over 175 mg/dl but less than 280 mg/dl
HDL Cholesterol	HDL Cholesterol (Treated and Untreated)
Must exceed 35 mg/dl	Must exceed 40 mg/dl
Serum Albumin	Serum Albumin
Must exceed 3.6 g/dl	Must be equal to or greater than 4.0 g/dl
	Creatinine
	Must be within normal limits
Functional	Functional
Must have the ability to independently perform all the activities of daily living	Must have the ability to independently perform all the activities of daily living
Cognitive	Cognitive
No evidence of cognitive impairment	No evidence of cognitive impairment
Personal History	Personal History
No history of Cancer,* Coronary Artery Disease, Cerebrovascular Disease or Diabetes.* No current rateable impairment.	No history of Cancer, Cardiovascular disease, Cerebrovascular disease or Diabetes. No current impairment.
*  Some cases may qualify for Preferred
Alcohol/Drug	Alcohol/Drug
No history of alcohol/drug abuse or treatment within the past 10 years	No history of alcohol/drug or treatment within the past 10 years
DWI/Reckless	DWI/Reckless
No driving while intoxicated or reckless driving conviction within the last 5 years and no more than one conviction ever.	No driving while intoxicated or reckless driving conviction within the last 10 years and no more than one conviction ever.
MVR	MVR
Maximum of 1 moving violation within the last 2 years.	No moving violations within the past 2 years.
Aviation	Aviation
No participation in the last 12 months	No participation within the past 12 months
Hazardous Sports	Hazardous Sports
No participation in the last 12 months	No participation within the past 12 months

PREFERRED BUILD CHART AGES 71 AND OLDER
HEIGHT	4’8”	4’9”	4’10”	4’11”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”
WEIGHT (Max.)	142	147	152	158	164	170	176	182	186	192	197	203	208	214	219	225	231	237	243	249	255	261	268
WEIGHT (Min.)	97	99	102	104	106	109	111	114	118	121	124	127	130	134	138	141	145	148	152	156	161	165	170
SUPER PREFERRED BUILD CHART AGES 71 AND OLDER
HEIGHT	4’8”	4’9”	4’10”	4’11”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”
WEIGHT (Max.)	132	137	142	148	154	160	166	172	176	182	187	193	198	204	209	215	221	227	233	239	245	251	258
WEIGHT (Min.)	97	99	102	104	106	109	111	114	118	121	124	127	130	134	138	141	145	148	152	156	161	165	170

* Refer to the specific product technical guide to determine the availability of Preferred and/or Super Preferred and for the ages where Preferred and Super Preferred rates are available.

For financial professional use only. Not for use with the public.
Insurance products issued by John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116 © 2005. John Hancock Life Insurance Company (U.S.A.). All rights reserved. MLI1221044547	Page 2 of 2. Not valid without all pages.

AMENDMENT NO. 1

TO REINSURANCE AGREEMENT No. OC19C11

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement number OC19C11, effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS effective December 13, 2005 (the “Effective Date”) the Reinsurer has agreed to extend coverage under this Agreement to policies of insureds classified by the Company as Foreign Travel and Foreign Nationals to include the B countries, listed below;

“B” Countries:

Anguilla	Antigua & Barbuda	Canary Islands (Spain)
Czech Republic	Cyprus (Southern)	Dominican Republic
Grenada	Guadeloupe	Hungary
Japan	Macau	Martinique
Netherlands Antilles	Poland	South Korea
St. Kitts & Nevis	St. Lucia	St. Vincent & the Grenadines
Trinidad & Tobago	Turks and Caicos Islands

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. The Residency Requirements under Exhibit B of the Agreement has been revised to include reference to country “B”. The revised Page 1 of Exhibit B, attached, shall be replaced Page 1 of Exhibit B in the Agreement, in full.

2. The revised Page 2 of Exhibit D, attached, shall replace Page 2 of Exhibit D in the Agreement, in full.

3. The revised Exhibit G, Lead Reinsurer attached, shall replace Exhibit G in the Agreement, in full.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Oct 16, 2006	Date:	Oct 20/06
Signed for and on behalf of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY of Cedar Rapids, Iowa
By:	/s/    Unknown	By:	/s/    Unknown
Title:	EVP	Title:	VP
Date:	06 Dec 2006	Date:	Dec. 06, 2006

EXHIBIT B

Page 1

(revised as of December 13, 2005)

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: The Reinsurer agrees to accept reinsurance coverage for policies backdated not to exceed 1 year (where the suicide and contestable clauses begin the date the policy is issued, not the back dated date) or 6 months (where the suicide and contestable clauses are back dated as well) and the maximum allowed by the state in which the policy is issued prior to the effective date of this Agreement. However, it is agreed that the Reinsurer shall not be liable for any mortality risks on such policies until the effective date of this Agreement. The Reinsurer agrees to pay allowances with effect from each policy year date of each policy and the Company agrees to remit reinsurance premiums due from the policy year date of each policy.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A” and “B” Lists outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A” and/ or “B” lists of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A” and “B” List shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 30% (thirty percent) first-dollar quota share of the policy, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 37.5% (thirty-seven point five percent) first-dollar quota share of the policy will be reinsured with the Reinsurer equal up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

Any application may be offered for Facultative Reinsurance Coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

EXHIBIT D

Page 2

(Revised as of December 13, 2005)

    Notes:

• The Automatic Limit for Entertainment and Professional Athletes is $20,000,000, for Issue Ages 0-80. If an individual risk meets all other requirements for automatic reinsurance and is a player or coach on a National Hockey League, National Football League, National Basketball Association or Major League Baseball team, prior to ceding the risk under this Agreement, the Ceding Company must confirm Reinsurer’s available capacity for that risk. The Ceding Company, by telephone or electronic mail, shall: (1) notify the Reinsurer’s Chief Underwriter or designate of the applicant’s name, date of birth, sport and team affiliation, total insurance in-force and to be placed, and face amount required from the Reinsurer; and (2) confirm that the risk has completed an application for insurance. The Reinsurer shall endeavor to inform the Ceding Company of its available capacity for the risk within two business days. After the Reinsurer has advised its available capacity, the Ceding Company may cede no more than that amount on an automatic basis.

• Automatic Limits on Aviation risks are reduced proportionately according to the Company’s normal retention reduction

• If the Company’s Corporate Retention Limits are reduced for discretionary reasons notification shall be sent to the Reinsurer and the Reinsurer may proportionately reduce the automatic binding limit.

• Foreign Travel Details (for countries listed below):

The following applies to US citizens or permanent residents living abroad for up to a maximum of 5 years. This includes residents of Guam, Puerto Rico and US Virgin Islands. They must be permanent US residents prior to the travel and be returning to permanent resident status within 5 years.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

• Foreign Nationals Details:

The following applies to residents of foreign countries listed below.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

“A” List Countries

An asterisk indicates that preferred rates are available. All other cases are to be issued standard, not preferred.

Andorra*, Argentina, Australia*, Austria*, Bahamas*, Barbados*, Belgium*, Bermuda*, British Virgin Islands*, Canada*, Cayman Islands*, Chile, Costa Rica, Denmark*, Finland*, France*, Germany*, Greece*,             , Hong Kong*, Iceland*, Ireland*, Italy*, Liechtenstein*, Luxembourg*, Malta*, Mexico*, Monaco*, Netherlands*, New Zealand*, Norway*, Panama, Portugal*, San Marino*, Singapore*, Spain*, Sweden*, Switzerland*, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland)*

“B” List Countries

Preferred rates unavailable; Standard rates only.

Anguilla, Antigua & Barbuda, Canary Islands (Spain), Czech Republic, Cyprus (Southern), Dominican Republic, Grenada, Guadeloupe, Hungary, Japan, Macau, Martinique, Netherlands Antilles, Poland, South Korea, St. Kitts & Nevis, St. Lucia, St. Vincent & the Grenadines, Trinidad & Tobago, Turks and Caicos Islands.

EXHIBIT G

(Revised as of December 13, 2005)

LEAD REINSURER

Responsibility of Lead Reinsurer

The Lead Reinsurer for underwriting purposes is Transamerica Occidental Life Insurance Company.

The Company may contact the Lead Reinsurer verbally or in writing on a case that otherwise falls within the automatic binding parameters when a second opinion of a medical, non-medical or financial nature is desired. The Company shall recommend a rating or course of action, and request that the Lead Reinsurer concur with that recommendation, thereby binding all pool members.

In addition to making a decision to bind all pool members, the Lead Reinsurer may alternatively agree to accept their pool share only, recommend an alternate decision that would be acceptable to the pool, or recommend that the case be submitted facultatively to all pool members.

Cases outside of the pool automatic binding limits will be handled on a traditional facultative basis as set forth in this Agreement.

APPLICABLE AUTOBIND LIMITS:

Maximum age - 80

Maximum face amount: Domestic cases $25,000,000

Foreign Residence/Travel cases to “A” & “B” Countries only $5,000,000

APPLICABLE JUMBO LIMITS:

Domestic cases - $65,000,000; Foreign Residence/Travel cases to “A” and “B” countries only - $20,000,000

AMENDMENT NO. 2

TO REINSURANCE AGREEMENT NO. OC19C11

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of January 20, 2006 (the “Effective Date”), it is agreed that the following Plans and Benefits will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
AUL06	Accumulation Universal Life 2006
AVL06	Accumulation Variable Universal Life 2006
ULG06	Protection Universal Life 2006

Acronym	Rider/ Benefit Name
SFA	Supplemental Face Amount

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1.     Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plans and benefit set forth in the tables above. The amended Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

ALSO as of January 1, 2005 the Company and the Reinsurer have agreed to amend the Agreement as follows:

1.     Exhibit B has been amended to include the Return of Premium Rider (ROP) section previously outlined in Exhibit B-I and B-II. The Increasing Plans/Riders section also previously outlined in Exhibit B-I and B-II has been revised and moved to Exhibit B. The amended Exhibit B attached hereto will replace the current Exhibit B in the Agreement.

2.     Exhibit B-I has been amended by deleting section 7, Return of Premium Rider (ROP) and section 8, Increasing Plans/Riders. The amended Exhibit B-I attached hereto will replace the current Exhibit B-I in the Agreement.

3.     Exhibit B-II has been amended by deleting section 8, Return of Premium Rider (ROP) and section 9, Increasing Plans/Riders. The amended Exhibit B-II attached hereto will replace the current Exhibit B-II in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Naveed Irshad
	Jonathan Porter		Naveed Irshad
Title:	VP and CFO, US Insurance	Title:	VP Product Management
Date:	Oct 20, 2006	Date:	Nov. 16, 2006

Signed for and on behalf of

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

By:	/s/    Unknown	By:	/s/    Unknown
Title:	EVP	Title:	VP
Date:	1 Nov. 2006	Date:	11/1/06

EXHIBIT A-I

Page 1

(Revised as of January 20, 2006)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured

Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 20, 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 20, 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 20, 2006		BI	January 20, 2006

EXHIBIT A-I

Page 2

(Revised as of January 20, 2006)

Plans Reinsured

Acronym	Survivorship Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STREM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

EXHIBIT B

Page l

(Revised as of January 1, 2005)

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: The Reinsurer agrees to accept reinsurance coverage for policies backdated not to exceed 1 year (where the suicide and contestable clauses begin the date the policy is issued, not the back dated date) or 6 months (where the suicide and contestable clauses are back dated as well) and the maximum allowed by the state in which the policy is issued prior to the effective date of this Agreement. However, it is agreed that the Reinsurer shall not be liable for any mortality risks on such policies until the effective date of this Agreement. The Reinsurer agrees to pay allowances with effect from each policy year date of each policy and the Company agrees to remit reinsurance premiums due from the policy year date of each policy.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five-year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A” List outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A” list of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A” List shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 30% (thirty percent) first-dollar quota share of the policy, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 37.5% (thirty-seven point five percent) first-dollar quota share of the policy will be reinsured with the Reinsurer equal up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

Any application may be offered for Facultative Reinsurance Coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

EXHIBIT B

Page 2

(Revised as of January 1, 2005)

11. RATE GUARANTEE:

i) YRT rates are guaranteed not to exceed the one-year term rate calculated using the appropriate guaranteed valuation mortality table and interest assumption. The reinsurance rates are guaranteed not to exceed the 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker Sex Distinct Mortality Table. The Reinsurer may only increase its reinsurance premiums if:

a The Company increases any of its [*] on any business reinsured under this Agreement. If the Reinsurer increases its premium rates [*] to [*], the Company reserves the right to recapture business affected with no recapture fee; or

b The cumulative annualized conversion rate under this agreement exceeds [*]% as measured by number of policies

ii) The Company and the Reinsurer will mutually agree to necessary and appropriate notification of changes to any non-guaranteed charges to policyholders that would trigger the right of the Reinsurer to increase reinsurance premiums.

iii) The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that the Reinsurer will not be required to hold any amount of U.S. statutory reserves in excess of  ¹/2 cx calculated on the basis of 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker, sex distinct table and the prevailing Statutory valuation interest rate. Should the Reinsurer at any time be required to establish or maintain any such reserve amounts by any insurance regulatory authority having jurisdiction over the Reinsurer, upon the Reinsurers written notice to the Company thereof, this YRT rate provision will be automatically amended to eliminate a) and b) above.

iv) At any time during the twelve month period following any increase in reinsurance premiums other than as provided in i) above the Company shall have the right, at its option, to recapture all, but not less than all, of the Reinsured Policies on which reinsurance rates have been so increased, regardless of the Reinsured Policies’ duration in force. The recapture settlement amount will be an amount equal to the portion of the unearned gross reinsurance premiums attributable to the recaptured business, net of any unearned reinsurance allowances, all determined as of the effective date of the recapture. The Reinsurer will pay the recapture settlement amount required not later than forty-five (45) days following final determination of such amount.

12. MINIMUM FINAL CESSION: Zero

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession, point-in-scale, using the issue age and current duration of the original policy.

15. RECAPTURE IN FORCE PERIOD:

15 Years for Single Life policies

20 Years for Joint Life policies

EXHIBIT B

Page 3

(Revised as of January 1, 2005)

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

19. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which, also include No Lapse Guarantee protection the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

20. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

a.    Manulife Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and such increases will only be ceded to this pool if the pool remains open to other new business.

b.    John Hancock Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

c.    John Hancock Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

EXHIBIT B

Page 4

(Revised as of January 1, 2005)

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.)	the increase(s) are scheduled and known at issue; or
ii.)	the ultimate death benefit has been capped at issue; and
iii.)	the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Reporting Requirements for increasing plans are outlined in Exhibit I of the Agreement.

Other increases not specified in this Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

EXHIBIT B-I

Page 1

(Revised as of January 1, 2005)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

EXHIBIT B-I

Page 2

(Revised as of January 1, 2005)

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = l000 × { min[l-(l-YRTrate_unrated /1000)^{multiple rating}, 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

EXHIBIT B-II

Page 1

(Revised as of January 1, 2005)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

EXHIBIT B-II

Page 2

(Revised as of January 1, 2005)

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 × { min[1 -(1-YRTrate_unrated /1000)^{multiple rating}, 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated × Multiple Rating

Ÿ   the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

EXHIBIT B-II

Page 3

(Revised as of January 1, 2005)

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

AMENDMENT No. 3

to the REINSURANCE AGREEMENT OC19C11/ (4167-93)

BETWEEN:

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

of Bloomfield, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

It is hereby agreed that the Reinsurance Agreement OC19C11/ (4167-93), effective January 1, 2005 (hereinafter referred to as the “Agreement”) made between the Company and the Reinsurer together with any Amendments, which have subsequently been incorporated, as part of this Agreement shall be amended as follows:

1. Effective August 1, 2006 the Reinsurer has agreed to accept for coverage under this Agreement, cases referred to by the Company as the Wellington Executives. Attachment A to this Amendment No. 3 specifies underwriting requirements pertaining to the Wellington Executives (attached) outlines the details pertaining to the Wellington Executives; and

2. The attached Exhibit H has been revised to include language that state special underwriting programs may be included under this Agreement if both parties mutually agree to the inclusion in writing. The revised Exhibit H shall replace the current Exhibit H in the Agreement.

The Reinsurer shall assume liability for cases underwritten in accordance with the underwriting requirements stated in this Amendment and all other terms and provision of the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories on the dates below.

Signed for and on behalf of

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

of Bloomfield, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP & CFO U.S. Insurance	Title:	AVP Product Development
Date:	MAR 9, 2007	Date:	Mar 15/07

Signed for and on behalf of

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

By:	/s/    Unknown	By:	/s/    Unknown
Title:	EVP	Title:	VP
Date:	12 Jan 2007	Date:	21 February 2007

Attachment A to Amendment 3

Reinsurance Agreement OC19C03/ (4167-93), effective January 1, 2005

Wellington Executives

• Product(s): All Permanent Products

• Policies: Personally owned

• Underwriting Requirements:

- Maximum Policy face amount of $1,000,000

- Formal application. Note: application may not be older than 6 months

- Attending Physician’s Statement with an Executive physical containing a blood profile, and EKG if required for age and amount, all completed within twelve (12) months prior to the date of the application

- John Hancock health questionnaire

- Oral fluids (HIV, Cotinine and cocaine)

- MVR (Motor Vehicle Report)

- MIB (Medical Information Bureau) will be obtained

• Reporting Requirements:

- The Company will assign a unique treaty code to all policies ceded under this Agreement that are underwritten under this Wellington Executives underwriting program. The Company on its monthly electronic billing file will report this treaty code.

EXHIBIT H

(Revised as of August 1, 2006)

REQUIREMENTS FOR AUTOMATIC REINSURANCE

Underwriting Requirements for Automatic Reinsurance

All amounts ceded to the Reinsurer must be HIV tested and fully underwritten according to the Company’s normal underwriting practices and criteria. The maximum table rating that can be ceded on an automatic basis will be Table 16 for individual policies. For survivorship policies, the better life must be table 16 or better. The costs of any exception to these requirements will be borne by the Company. For any underwriting exception, the Company will pay the Reinsurer the true underwriting class reinsurance premium.

The Reinsurer will accept risk underwritten according the Healthstyles Program as defined by the Company at the true underwriting class rather than the issued underwriting class. Any risk falling into the category of special underwriting programs shall be excluded from this Agreement, except as mutually agreed to by the parties in writing.

The Company’s preferred underwriting criteria, age and amount requirements and internal underwriting exception criteria are attached to and are part of the Agreement, in Exhibit K. Any proposed changes to the Company’s preferred underwriting criteria, age and amount requirements and internal underwriting exception criteria shall be submitted to the Reinsurer for written approval prior to implementation. If the Reinsurer does not respond within thirty (30) days, it shall be presumed that the Reinsurer is agreeable to such modification.

The Company will use the Manulife Underwriting Manual (MUM), which is incorporated by reference into this Agreement. The Company shall provide the Reinsurer’s Chief Underwriter and/or Chief Medical Director with immediate written notice of any material modifications to MUM. If the Reinsurer does not respond within thirty (30) days, it shall be presumed that the Reinsurer is agreeable to such modification.

The Reinsurer’s liability for any policy reinsured on an automatic basis that did not meet the requirements for automatic reinsurance at the time the policy was issued shall be limited such that the Reinsurer would be in the same financial position had the policy been issued as though the requirements for automatic reinsurance had been followed.

Special Requirements for Automatic Reinsurance:

1. Within seven days after the last business day of a calendar month, the Company shall provide the Reinsurer’s Chief Medical Director with an electronic data file of final underwriting decisions (declines as well as issues) made during that month.

2. Within seven days after the last business day of a calendar month, the Company shall provide the Reinsurer’s Chief Medical Director with an electronic data file of final underwriting decisions made during the month where the face amount is $1,000,001 or greater.

3. If an individual risk meets all other requirements for automatic reinsurance and is a player or coach on a National Hockey League, National Football League, National Basketball Association or Major League Baseball team, prior to ceding the risk under this Agreement, the Ceding Company must confirm Reinsurer’s available capacity for that risk. The Ceding Company, by telephone or electronic mail, shall: (1) notify the Reinsurer’s Chief Underwriter or designate of the applicant’s name, date of birth, sport and team affiliation, total insurance in-force and to be placed, and face amount required from the Reinsurer; and (2) confirm that the risk has completed an application for insurance. The Reinsurer shall endeavor to inform the Ceding Company of its available capacity for the risk within two business days. After the Reinsurer has advised its available capacity, the Ceding Company may cede no more than that amount on an automatic basis.

The data fields for the two reports noted in 1 and 2 above are outlined in Exhibit I, Special Reporting Requirements.

AMENDMENT NO. 4

TO REINSURANCE AGREEMENT NO. OC19C11

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, it is agreed that the following Plans outline in the table below will be reinsured under the terms and conditions of the Agreement as of their respective launch dates.

Acronym	Plan Name	Launch Date
SULG6	Protection Survivorship UL G 2006	May 1, 2006
PUL06	Performance Universal Life 2006	July 31, 2006
PSUL6	Performance Survivorship Universal Life 2006	September 25, 2006

THEREFORE effective as of May 1, 2006, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above. The revised Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	MAR 9, 2007	Date:	Mar 15/07

Signed for and on behalf of

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

By:	/s/    Unknown	By:	/s/    Unknown
Title:	EVP	Title:	VP
Date:	6 Feb. 2007	Date:	21 February 2007

EXHIBIT A-I

Page 1

(Revised as of May 1, 2006)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured

Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006

EXHIBIT A-I

Page 2

(Revised as of May 1, 2006)

Plans Reinsured

Acronym	Survivorship Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STREM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured

Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL N/A CEO ChLI ENLG LP SFA	Additional Life Rider Maturity Extension (applicable to all plans) Cash Enhancement Option Change of Life Insured Extended No Lapse Guarantee Life Plus Supplemental Face Amount	PPR PSO ROP ROPE N/A STI (SIO)	Policy Protection Rider Policy Split Option Rider Return of Premium Return of Premium Payable on the Last Death 6 Month Exchange (applicable to all plans) Supplementary Term Insurance

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

AMENDMENT NO. 5

TO REINSURANCE AGREEMENT NO. OC19C11

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 1, 2007 (the Effective Date) the Company and the Reinsurer have agreed that for newly issued single life policies with issue ages 71 and above, the Company will retain the first $5,000,000 of the face amount and cede the remainder to the pool on a quota share basis;

THEREFORE as of the Effective Date, the Agreement shall be amended as follows:

1. Exhibit A-III, Pool Reinsurers, has been revised to show each reinsurer’s automatic share of the ceded portion of any policy reinsured under the Agreement. The revised Exhibit A-III attached will replace the current Exhibit A-III in the Agreement; and

2. Exhibit B, Section 5, Reinsurance Coverage has been revised to outline how reinsurance coverage will vary by plan type and issue age of the insured. The revised Exhibit B attached will replace the current Exhibit B in the Agreement; and

3. Exhibit B-I has been revised with the new pricing percentages applicable to single life policies. The revised Exhibit B-I attached will replace the current Exhibit B-I in the Agreement; and

4. Exhibit B-II has been revised with the new pricing percentages applicable to survivorship life policies. The revised Exhibit B-II attached will replace the current Exhibit B-II in the Agreement; and

5. Language pertaining to the Company’s retention percentage has be deleted for Exhibit C and relocated to Exhibit B, Section 5. The revised Exhibit C attached will replace the current Exhibit C in the Agreement; and

6. Exhibit D has been revised as follows:

a. Language pertaining to the total percentage ceded to the pool has been deleted because it is not applicable to all reinsurance coverage under the Agreement; and

b. Language pertaining to the Reinsurer’s quota share percentage has be deleted and relocated to Exhibit B, Section 5.

The revised first page of Exhibit D is attached and will replace the current first page of Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	JAN 7, 2007	Date:	Jan 11/07

Signed for and on behalf of

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

By:	/s/    Unknown	By:	/s/    Unknown
Title:	EVP	Title:	VP
Date:	12/28/06	Date:	28 December 2006

EXHIBIT A-III

(Revised as of January 1, 2007)

POOL PARTICIPANTS

@ January 1, 2005

REINSURER	AUTOMATIC SHARES OF CEDED PORTION
Transamerica Occidental Life Insurance Company	37.5	%
Munich American Reassurance Company	25	%
Generali USA Life Reassurance Company	25	%
Optimum Reassurance Inc.	12.5	%

EXHIBIT B

Page 1

(Revised as of January 1, 2007)

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: The Reinsurer agrees to accept reinsurance coverage for policies backdated not to exceed 1 year (where the suicide and contestable clauses begin the date the policy is issued, not the back dated date) or 6 months (where the suicide and contestable clauses are back dated as well) and the maximum allowed by the state in which the policy is issued prior to the effective date of this Agreement. However, it is agreed that the Reinsurer shall not be liable for any mortality risks on such policies until the effective date of this Agreement. The Reinsurer agrees to pay allowances with effect from each policy year date of each policy and the Company agrees to remit reinsurance premiums due from the policy year date of each policy.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A” and “B” Lists outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A” and/ or “B” lists of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A” and “B” List shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

Reinsurance coverage will vary by type of plan and issue age of the insured as follows:

i. Survivorship Plan – All Issue Age Combinations: Single Life Plans – Issue qAges 70 and below

For policies, which qualify for Automatic Reinsurance Coverage, the Company will retain 20% (twenty percent) of the policy, and will reinsure 30% (thirty percent) of the policy, on a first dollar quota share basis, with the Reinsurer, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D. However, the Company’s retained percentage may be reduced to a minimum of 0% (zero percent), so that the Company does not exceed its Corporate Retention Limit, as specified in Exhibit C, for the life insured, and correspondingly, the Reinsurer ceded percentage may be increased to a maximum of 37.5% (thirty seven point five percent), up to the Reinsurer’s Automatic Acceptance Limits.

ii. Single Life Plans – Issue Ages 71 and above

For policies which qualify for Automatic Reinsurance Coverage, the Company will retain the first $5 million of Face amount, subject to its Corporate Retention Limit specified in Exhibit C, and will reinsure the excess portion of the policy (if any) to the pool. The Reinsurer’s share of the pool is 37.5% up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

As such, the Company’s retained percentage will be determined as the ratio of (a) an excess threshold of $5 million over (b) the Face Amount of the policy at issue. However, the excess threshold may be reduced to a minimum of $0, so that the Company does not exceed its Corporate Retention Limit. The Company’s retained percentage will be determined at issue, and will remain unchanged over the life of the policy, and will not exceed 100%.

For policies with increasing death benefits, the same methodology will be applied to determine the Company’s retained percentage, except that the calculation will be based on Ultimate Death Benefit rather than Face Amount at issue.

EXHIBIT B

Page 2

(Revised as of January 1, 2007)

iii. Any application may be offered for facultative coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

11. RATE GUARANTEE:

i) YRT rates are guaranteed not to exceed the one-year term rate calculated using the appropriate guaranteed valuation mortality table and interest assumption. The reinsurance rates are guaranteed not to exceed the 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker Sex Distinct Mortality Table. The Reinsurer may only increase its reinsurance premiums if:

a The Company increases any of its [*] on any business reinsured under this Agreement. If the Reinsurer increases its premium rates [*] to [*], the Company reserves the right to recapture business affected with no recapture fee; or

b The cumulative annualized conversion rate under this agreement exceeds [*]% as measured by number of policies

ii) The Company and the Reinsurer will mutually agree to necessary and appropriate notification of changes to any non-guaranteed charges to policyholders that would trigger the right of the Reinsurer to increase reinsurance premiums.

iii) The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that the Reinsurer will not be required to hold any amount of U.S. statutory reserves in excess of  ¹/2 cx calculated on the basis of 1980 Commissioner’s Standard Ordinary Smoker/Non-smoker, sex distinct table and the prevailing Statutory valuation interest rate. Should the Reinsurer at any time be required to establish or maintain any such reserve amounts by any insurance regulatory authority having jurisdiction over the Reinsurer, upon the Reinsurers written notice to the Company thereof, this YRT rate provision will be automatically amended to eliminate a) and b) above.

iv) At any time during the twelve month period following any increase in reinsurance premiums other than as provided in i) above the Company shall have the right, at its option, to recapture all, but not less than all, of the Reinsured Policies on which reinsurance rates have been so increased, regardless of the Reinsured Policies’ duration in force. The recapture settlement amount will be an amount equal to the portion of the unearned gross reinsurance premiums attributable to the recaptured business, net of any unearned reinsurance allowances, all determined as of the effective date of the recapture. The Reinsurer will pay the recapture settlement amount required not later than forty-five (45) days following final determination of such amount.

12. MINIMUM FINAL CESSION: Zero

EXHIBIT B

Page 3

(Revised as of January 1, 2007)

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession, point-in-scale, using the issue age and current duration of the original policy.

15. RECAPTURE IN FORCE PERIOD:

15 Years for Single Life policies

20 Years for Joint Life policies

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount {if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

19. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which, also include No Lapse Guarantee protection the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

20. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

a.    Manulife Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and such increases will only be ceded to this pool if the pool remains open to other new business.

EXHIBIT B

Page 4

(Revised as of January 1, 2007)

b.    John Hancock Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

c.    John Hancock Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the ultimate death benefit has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Reporting Requirements for increasing plans are outlined in Exhibit I of the Agreement.

Other increases not specified in this Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

EXHIBIT B-I

Page 1

(Revised as of January 1, 2007)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

Effective as of January 1, 2005 to December 31, 2006

For Policies with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

EXHIBIT B-I

Page 2

(Revised as of January 1, 2007)

Effective as of January 1, 2007

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Ages 0 to 60	Ages 61 to 70	Ages 71 and older
Super Preferred Non-Smoker	[*]%	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%	[*]%
Preferred Smoker	[*]%	[*]%	[*]%
Standard Smoker	[*]%	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Ages 0 to 60	Ages 61 to 70	Ages 71 and older
Preferred Non-Smoker	[*]%	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%	[*]%
Preferred Smoker	[*]%	[*]%	[*]%
Standard Smoker	[*]%	[*]%	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

EXHIBIT B-I

Page 3

(Revised as of January 1, 2007)

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated /1000)^{multiple rating}, 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

EXHIBIT B-II

Page l

(Revised as of January 1, 2007)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

Effective as of January 1, 2005 to December 31, 2006

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

EXHIBIT B-II

Page 2

(Revised as of January 1, 2007)

Effective as of January 1, 2007

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Ages 0 to 70	Ages 71 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Ages 0 to 70	Ages 71 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

EXHIBIT B-II

Page 3

(Revised as of January 1, 2007)

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = l000 x { min[l-(l-YRTrate_unrated/1000)^{multiplerating}, 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

—    the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

EXHIBIT C

(Revised as of January 1, 2007)

RETENTION LIMITS

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, the Reinsurer will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, the Reinsurer will offer their full retention based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

a If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

b If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

c If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

d If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EXHIBIT D

(Revised as of January 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to the reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000.000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$50,000,000	$25,000,000
71 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl.9 – Tbl.16
0 – 75	$15,000,000	$15,000,000	$15,000,000	$7,500,000
76 – 80	$15,000,000	$7,500,000	$5,625,000	$3,750,000
81 – 85	$5,625,000	$5,625,000	$1,875,000	Nil
86 – 90	$937,500	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$18,750,000	$18,750,000	$18,750,000	$9,375,000
71 – 80	$9,375,000	$9,375,000	$9,375,000	$3,750,000
81 – 85	$1,875,000	$1,875,000	$1,875,000	Nil
86 – 90	$937,500	Nil	Nil	Nil

AMENDMENT NO. 6

TO REINSURANCE AGREEMENT NO. OC19C11 (4167-93)

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 1, 2007 (the Effective Date) Exhibits B-I and B-II of the Agreement will be revised to include a note about the additional charge added to the Reinsurer’s pricing percentage for the maturity extension provision.

THEREFORE as of the Effective Date, the Agreement shall be amended as follows:

1. The revised Exhibit B-I attached will replace the current Exhibit B-I in the Agreement; and

2. The revised Exhibit B-II attached will replace the current Exhibit B-II in the Agreement;

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP & CFO, US Insurance	Title:	AVP Product Development
Date:	May 27, 2007	Date:	May 29/07

Signed for and on behalf of

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

By:	/s/    Unknown	By:	/s/    Unknown
Title:	EVP	Title:	VP
Date:	19 April 2007	Date:	4 May 2007

EXHIBIT B-I

Page 1

(Revised as of January 1, 2007)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

Effective as of January 1, 2005 to December 31, 2006

For Policies with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

Note: The percentages outlined above include the additional charge of [*]% for policies with issue ages 0 to 60 and an additional [*]% for policies with issue ages 61+ for the maturity extension provision. There is no additional change for policies where the maturity extension provision is not applicable.

EXHIBIT B-I

Page 2

(Revised as of January 1, 2007)

Effective as of January 1, 2007

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Ages 0 to 60	Ages 61 to 70	Ages 71 and older
Super Preferred Non-Smoker	[*]%	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%	[*]%
Preferred Smoker	[*]%	[*]%	[*]%
Standard Smoker	[*]%	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Ages 0 to 60	Ages 61 to 70	Ages 71 and older
Preferred Non-Smoker	[*]%	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%	[*]%
Preferred Smoker	[*]%	[*]%	[*]%
Standard Smoker	[*]%	[*]%	[*]%

Note: An additional change for the maturity extension provision is included in the percentages above.

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

EXHIBIT B-I

Page 3

(Revised as of January 1, 2007)

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[l-(1-YRTrate_unrated /1000)^{multiplerating}, 1]}

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

EXHIBIT B-II

Page 1

(Revised as of January 1, 2007)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

Effective as of January 1, 2005 to December 31, 2006

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

Note: The percentages outlined above include the additional charge of [*]% for policies with issue ages 0 to 60 and an additional [*]% for policies with issue ages 61+ for the maturity extension provision. There is no additional change for policies where the maturity extension provision is not applicable.

EXHIBIT B-II

Page 2

(Revised as of January 1, 2007)

Effective as of January 1, 2007

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Ages 0 to 70	Ages 71 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Ages 0 to 70	Ages 71 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

Note: An additional change for the maturity extension provision is included in the percentages above.

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

EXHIBIT B-II

Page 3

(Revised as of January 1, 2007)

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = l000 x { min[1-(1-YRTrate_unrated/1000)^{multiplerating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

• the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

AMENDMENT NO. 7

TO REINSURANCE AGREEMENT NO. OC19C11

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of February 1, 2007 (the “Effective Date”), it is agreed that the following plan will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
ULG07	Protection Universal Life 2007

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plan set forth in the table above. The amended Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	March 21, 2007	Date:	March 30, 2007

Signed for and on behalf of

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

By:	/s/    Unknown	By:	/s/    Unknown
Title:	Sr.VP	Title:	2nd VP
Date:	June 7, 2007	Date:	06 -01-07

EXHIBIT A-I

Page 1

(Revised as of February 1, 2007)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		HI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007

AMENDMENT NO. 9

TO REINSURANCE AGREEMENT NO. OC19C11/ (4167-93)

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No OC19C11/ (4167-93), effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of June 1, 2007 (the Effective Date) the Company and the Reinsurer have agreed to reduce the Survivorship Automatic Reinsurance Pool Capacity, outlined in Exhibit D of the Agreement as follows:

1. For Issue Ages 0-70, Table 5 to 8, the amount will be reduced from $50,000,000 to $40,000,000; and

2. For Issue Ages 0-70, Table 9 to 16, the amount will be reduced from $25,000,000 to $20,000,000.

THEREFORE as of the Effective Date, Exhibit D, Automatic Limits, of the Agreement has been revised as outlined above. The revised Exhibit D, attached hereto will replace the current Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	June 19, 2007	Date:	June 28, 2007

Signed for and on behalf of

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, lowa

By:	/s/    Raymond Prosser	By:	/s/    Unknown
	Raymond Prosser
Title:	SVP	Title:	EVP
Date:	8/22/07	Date:	8/19/07

EXHIBIT D

(Revised as of June 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to the reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$40,000,000	$20,000,000
71 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$ 5,000,000	Nil
86 – 90	$ 2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$15,000,000	$15,000,000	$15,000,000	$7,500,000
76 – 80	$15,000,000	$7,500,000	$5,625,000	$3,750,000
81 – 85	$5,625,000	$5,625,000	$1,875,000	Nil
86 – 90	$937,500	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$18,750,000	$18,750,000	$15,000,000	$7,500,000
71 – 80	$9,375,000	$9,375,000	$9,375,000	$3,750,000
81 – 85	$1,875,000	$1,875,000	$1,875,000	Nil
86 – 90	$937,500	Nil	Nil	Nil

AMENDMENT NO. 10

TO REINSURANCE AGREEMENT NO. OC19C11

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of July 16, 2007 (the “Effective Date”), it is agreed that the following plan will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
SVL07	Survivorship Variable UL 2007

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 2 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plan set forth in the table above. The revised Page 2 of Exhibit A-I attached hereto will replace the most current Page 2 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	July 19, 2007	Date:	July 24/07

Signed for and on behalf of

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

By:	/s/    Unknown	By:	/s/    R Blackwell
			R Blackwell
Title:	EVP	Title:	2nd Vice President
Date:	9-11-07	Date:	09.27.07

EXHIBIT A-I

Page 2

(Revised as of July 16,2007)

Plans Reinsured

Acronym	Survivorship Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STERM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006
SVL07	Survivorship Variable UL 2007	John Hancock	July 2007		BII	July 16, 2007

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	ROP	Return of Premium
CEO	Cash Enhancement Option	ROPE	Return of Premium Payable on the Last Death
ChLI	Change of Life Insured	N/A	6 Month Exchange (applicable to all plans)
ENLG	Extended No Lapse Guarantee	STI (SIO)	Supplementary Term Insurance
LP	Life Plus
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force report.

AMENDMENT NO. 11

TO REINSURANCE AGREEMENT NO. OC19C11/ (4167-93)

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11/ (4167-93) effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the risk under the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of June 1, 2006 (the “Effective Date”), the Company and the Reinsurer have agreed to amend the Agreement to include additional details regarding foreign travel underwriting limitations;

THEREFORE as of the Effective Date, the Company and the Reinsurer amend the Notes section of Exhibit D of the Agreement to include the following:

Foreign Travel Underwriting

The Reinsurer acknowledges that the Company is required to conform to state law requirements governing consideration of past and/or future lawful travel in its underwriting policies and procedures, and the Reinsurer will not decline business ceded to the automatic reinsurance pool under this Agreement that has been underwritten in conformity with these requirements.

As applied to U.S. citizens or permanent residents that have indicated an intention to travel to Israel, the Company's underwriting policies and procedures permit policies to be issued on the basis of its usual underwriting criteria, provided that the travel period is limited to eight weeks annually or less and is not expected to include travel to the West Bank, Gaza Strip or Golan Heights. These policies and procedures may be conformed as appropriate to meet state law requirements governing consideration of past and/or future lawful travel.

The revised Exhibit D, page 3 attached, shall replace the current Exhibit D, page 3 in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Nov 26/07	Date:	Dec 4/07
Signed for and on behalf of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY of Cedar Rapids, Iowa
By:	/s/    Unknown	By:	/s/    R Blackwell
			R Blackwell
Title:		Title:	2nd Vice President
Date:	1-23-08	Date:	2/7/08

EXHIBIT D

Page 3

(Revised as of June 1, 2006)

• Foreign Travel Underwriting

Reinsurer acknowledges that the Company is required to conform to state law requirements governing consideration of past and/or future lawful travel in its underwriting policies and procedures, and the Reinsurer will not decline business ceded to the automatic reinsurance pool under this Agreement that has been underwritten in conformity with these requirements.

As applied to U.S. citizens or permanent residents that have indicated an intention to travel to Israel, the Company’s underwriting policies and procedures permit policies to be issued on the basis of its usual underwriting criteria, provided that the travel period is limited to eight weeks annually or less and is not expected to include travel to the West Bank, Gaza Strip or Golan Heights. These policies and procedures may be conformed as appropriate to meet state law requirements governing consideration of past and/or future lawful travel.

Jumbo Limits:

The Jumbo Limit is defined as the total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced

Issue Age	Super Preferred – Table 16
0-80	$65,000,000
81-90	$50,000,000

The Company will at the time of final underwriting approval, give the Reinsurer written notification of any case they bind automatically where the Jumbo amount exceeds $50,000,000. Failure to provide written notice at the time of approval could result in the denial of a claim.

This Jumbo Limit is subject to change based on availability.

Notes:

• The Jumbo Limit for Entertainment and Professional Athletes apply to Issue Ages 0-80 only

• The Jumbo Limits for Aviation risks are reduced proportionately according to the Company’s Aviation retention reduction

AMENDMENT NO. 12

TO REINSURANCE AGREEMENT NO. OC19C11/ 4167-93

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11/ 4167-93 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of September 12, 2007 (the “Effective Date”), the Company and the Reinsurer agree that the following plan, which includes the new Standard Plus underwriting classification, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
ULG7R	Protection UL-G Re-priced 2007R

AND WHEREAS, the Reinsurer has introduced new pricing factors applicable to plans under policies having the additional underwriting class, Standard, Plus;

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plan set forth in the table above. The revised Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement; and

2. Exhibit B-I; Single Life, Instructions for Administration – YRT Premium Rates, section 2, has been revised to include new pricing factors for single life policies with plans that have six underwriting classes. The revised Exhibit B-I attached hereto will replace the most current Exhibit B-I in the Agreement; and

3. Exhibit B-II; Survivorship Life, Instructions for Administration – YRT Premium Rates, section 2 (ii) has been revised to include pricing factors for survivorship policies with plans that have six underwriting classes. The revised Exhibit B-II attached hereto will replace the most current Exhibit B-II in the Agreement; and

4. Exhibit K-II; Smoking Definitions has been revised to include details on the Standard Plus Classification. The revised Exhibit K-II attached shall replace the current Exhibit K-II in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Nov 26/07	Date:	Dec 4/07
Signed for and on behalf of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY of Cedar Rapids, Iowa
By:	/s/    Unknown	By:	/s/    R Blackwell
			R Blackwell
Title:		Title:	2nd Vice President
Date:	2-14-08	Date:	2/15/08

EXHIBIT A-I

Page 1

(Revised as of September 12, 2007)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007

EXHIBIT B-I

Page 1

(Revised as of September 12, 2007)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Plus Non-smoker/ Residual Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage (pricing factor) of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

Effective as of January 1, 2005 to December 31, 2006

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

Note: The percentages outlined above include the additional charge of [*]% for policies with issue ages 0 to 60 and an additional [*]% for policies with issue ages 61+ for the maturity extension provision. There is no additional change for policies where the maturity extension provision is not applicable.

EXHIBIT B-I

Page 2

(Revised as of September 12, 2007)

Effective as of January 1, 2007:

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Ages 0 to 60	Ages 61 to 70	Ages 71 and older
Super Preferred Non-Smoker	[*]%	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%	[*]%
Preferred Smoker	[*]%	[*]%	[*]%
Standard Smoker	[*]%	[*]%	[*]%
For Policies with four Underwriting Classes:
Underwriting Class	Rate as a function of [*]
	Ages 0 to 60	Ages 61 to 70	Ages 71 and older
Preferred Non-Smoker	[*]%	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%	[*]%
Preferred Smoker	[*]%	[*]%	[*]%
Standard Smoker	[*]%	[*]%	[*]%
Effective as of September 12. 2007 (the following table has been added):
For Policies with six Underwriting Classes:
Underwriting Class	Rate as a function of [*]
	Ages 0 to 60	Ages 61 to 70	Ages 71 and older
Super Preferred Non-Smoker	[*]%	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%	[*]%
Standard Plus Non-Smoker	[*]%	[*]%	[*]%
Residual Non-Smoker	[*]%	[*]%	[*]%
Aggregate Non-Smoker **	[*]%	[*]%	[*]%
Preferred Smoker	[*]%	[*]%	[*]%
Standard Smoker	[*]%	[*]%	[*]%

**      The Aggregate Standard NS pricing factors are used only when calculating substandard premiums for non-smoker risks.

EXHIBIT B-I

Page 3

(Revised as of September 12, 2007)

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[l-(l-YRTrate_unrated/1000)^{multiple rating} , 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

EXHIBIT B-II

Page 1

(Revised as of September 12, 2007)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Plus Non-smoker / Residual Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage (pricing factor) as follows:

Effective as of January 1, 2005 to December 31, 2006

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%
For Policies with four Underwriting Classes:
Underwriting Class	Rate as a function of [*]	Rate as a function of [*]
	Ages 0 to 60	Ages 61 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

EXHIBIT B-II

Page 2

(Revised as of September 12, 2007)

Effective as of January 1, 2007:

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Ages 0 to 70	Ages 71 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Ages 0 to 70	Ages 71 and older
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

Effective as of September 12, 2007 (the following table has been added):

For Policies with six Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Ages 0 to 70	Ages 71 and older
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Plus Non-Smoker	[*]%	[*]%
Residual Non-Smoker	[*]%	[*]%
Aggregate Non-Smoker **	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

^** The Aggregate Standard NS pricing factors are used only when calculating substandard premiums for non-smoker risks.

EXHIBIT B-II

Page 3

(Revised as of September 12, 2007)

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(1-YRTrate_unrated /1000)^{multiple rating}, 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

• the multiple_rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

EXHIBIT B-II

Page 4

(Revised as of September 12, 2007)

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

EXHIBIT K-II

(Revised as of September 12, 2007)

SMOKING DEFINITION

EFFECTIVE SEPTEMBER 12, 2007

John Hancock offers six classifications based on Smoker/Non-Smoker differentiation:

Super preferred Non-Smoker	Meets the Super Preferred criteria and has not used any form of tobacco or nicotine products within the last 5 years.
Preferred Non-Smoker	Meets the Preferred criteria and has not used any form of tobacco or nicotine products within the last 2 years with the exception of the following:
	Limited Cigar Use: An occasional cigar smoker may qualify for Preferred Non-Smoker rates if he/she smokes less than 1 cigar per month and microurinalysis is free of nicotine.
Standard Plus Non-Smoker1	No tobacco or nicotine products in the past 12 months with the exception of the following: Limited Cigar Use: An occasional cigar smoker may qualify for Standard Plus Non-Smoker rates if he/she smokes no more than 2 cigars per month and microurinalysis is free of nicotine.
Standard Non-Smoker	No cigarette use within the last 12 months and either: 1. Does not meet all Preferred criteria or, 2. Uses other tobacco or nicotine products.
Preferred Smoker	Meets the Preferred criteria but has used cigarettes within the last 12 months.
Standard Smoker	Does not meet the Preferred criteria and has used cigarettes within the last 12 months.

To find out how John Hancock’s flexible, competitive and innovative underwriting practices can help you obtain your goals, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter.

For agent use only. Do not use this material with the public.

1. At this time, Standard Plus is available only on Protection UL-G 07 and on Term 10, 15, 20 and 30 products.

Insurance products are issued by: John Hancock Life Insurance Company (U.S.A.) (not licensed in New York), John Hancock Variable Life Insurance Company (not licensed in New York), John Hancock Life Insurance Company, Boston, MA 02116 and John Hancock Life Insurance Company of New York, Valhalla, NY 10595.

©2007. John Hancock Life Insurance Company (U.S.A.). All rights reserved.

MLINY0829078289

AMENDMENT NO. 13

TO REINSURANCE AGREEMENT NO. OC19C11/4167-93

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11/ 4167-93 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of January 28, 2008 (the “Effective Date”), the Company and the Reinsurer agree that the following plans, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
PUL08	Performance Universal Life 2008
SULG8	Protection Survivorship UL G 2008

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above. The revised Exhibit A-I attached hereto will replace the most current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Feb 20/08	Date:	Feb 25/08
Signed for and on behalf of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY of Cedar Rapids, Iowa
By:	/s/    Unknown	By:	/s/    R Blackwell
			R Blackwell
Title		Title:	2nd Vice President
Date:		Date:	August 5, 2008

EXHIBIT A-I

Page 1

(Revised as of July 14, 2008)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007
PUL08	Performance Universal Life 2008	John Hancock	January 2008		BI	January 28, 2008
ULG08	Protection UL-G Re-priced 2008	John Hancock	July 2008		BI	July 14, 2008

EXHIBIT A-I

Page 2

(Revised as of January 28, 2008)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STERM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006
SVL07	Survivorship Variable UL 2007	John Hancock	July 2007		BII	July 16, 2007
SULG8	Protection Survivorship UL G 2008	John Hancock	January 2008		BII	January 28, 2008

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force report.

AMENDMENT NO. 14

TO REINSURANCE AGREEMENT NO. OC19C11

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

of Cedar Rapids, Iowa

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No OC19C11 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 31, 2008 (the Effective Date) the Company’s Retention Limits, outlined in Exhibit C of the Agreement were increased as follows:

1. For Issue Ages 81-85, Standard to Table 4, the amount will be increased from $8,000,000 to $10,000,000; and

2. For Issue Ages 86-90, Standard, the amount will be increased from $5,000,000 to $7,500,000.

THEREFORE as of the Effective Date, Exhibit C, Retention Limits, of the Agreement has been revised as outlined above. The revised Exhibit C, attached hereto will replace the current Exhibit C in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
a Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Mar 9/08	Date:	Mar 24/08
Signed for and on behalf of
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
of Cedar Rapids, Iowa
By:	/s/    Unknown	By:	/s/    R Blackwell
			R Blackwell
Title:		Title:	2nd Vice President
Date:	4-23-08	Date:	05-15-08

EXHIBIT C

Page 1

(Revised as of January 31, 2008)

RETENTION LIMITS

Effective as of January 1, 2005 to January 30, 2008:

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, the Reinsurer will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, the Reinsurer will offer their full retention based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

a If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

b If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

c If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

d If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EXHIBIT C

Page 2

(Revised as of January 31, 2008)

Effective as of January 31, 2008:

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$10,000,000	$10,000,000	$2,000,000	Uninsurable
86-90	$7,500,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, the Reinsurer will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, the Reinsurer will offer their full retention based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

e If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

f If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

g If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

h If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EX-99.(26)(G)(3)

THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE MARKED WITH AN [*] AND HAVE BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

THIS REINSURANCE AGREEMENT

is made between

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

of Bloomfield Hills Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

Effective Date of Agreement: January 1, 2005

This Agreement may be referred to as Agreement No: MH19C03

TABLE OF CONTENTS

ARTICLE I	1
BUSINESS REINSURED	1
Policies, Benefits, and Riders under Plans listed in Exhibit A-I	1
Policies, Benefits, and Riders under Existing Life Insurance Policies of the Company	1
Currency	1
Underwriting Forms, Evidence and Issue Rules	1
ARTICLE II	2
REQUIREMENTS FOR REINSURANCE COVERAGE	2
Automatic Coverage	2
Facultative Coverage	2
ARTICLE III	3
REINSURANCE CESSIONS	3
Automatic Cessions	3
Facultative Cessions	3
Data Notification	3
ARTICLE IV	4
STATEMENT OF ACCOUNT	4
Premium and Claims Accounting	4
Non-Payment of Premiums	4
Unearned Premium	5
ARTICLE V	6
CHANGES TO BUSINESS REINSURED	6
Conversions	6
Conversions with Increases	6
Policy Changes	6
Plan Changes	6
Increase in Amount and Re-underwriting	7
Reductions	7
Special Changes	7
Lapses	8
Reinstatements	8
ARTICLE VI	9
RETENTION LIMIT CHANGES	9
Recapture	9
ARTICLE VII	11
LIABILITY	11
Automatic Reinsurance	11

Facultative Reinsurance	11
Duration	11
Temporary Insurance Agreement or Interim Receipt	11
ARTICLE VIII	12
CLAIMS	12
Claims Decision	12
Initial Notice of Claim	12
Claim Proofs	12
Ceded Claim Settlements	13
Contested Claims and Rescissions	13
Ceded Benefits Payable	13
Misstatement of Age or Sex	13
Expenses	14
Extra Contractual Damages	14
ARTICLE IX	15
DISPUTE RESOLUTION	15
Oversights	15
Arbitration	15
ARTICLE X	17
FINANCIAL IMPAIRMENT AND INSOLVENCY	17
Financial Impairment the Reinsurer	17
Insolvency	17
ARTICLE XI	20
TAXES & EXPENSES	20
DAC Tax	20
The Reinsurer’s Taxes and Expenses	20
ARTICLE XII	21
Alterations to Agreement	21
Parties to Agreement	21
Assignment	21
Entire Agreement	21
Good Faith	21
Offset	22
Duration of Agreement	22
Severability	22
Benefit	22
Confidentiality	22
Construction	22
Lead Pool Reinsurer	22
EXHIBIT A-I	24
PLANS, RIDERS, AND BENEFITS REINSURED	24
EXHIBIT A-II	26

THE COMPANY’S UNDERWRITING FORMS,	26
EVIDENCE, AND ISSUE RULES	26
TEMPORARY INSURANCE AGREEMENT	26
EXHIBIT A-III	27
POOL PARTICIPANTS	27
EXHIBIT B	28
GENERAL PROVISIONS	28
EXHIBIT B-I	30
SINGLE LIFE	30
INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES	30
EXHIBIT B-II	33
SURVIVORSHIP LIFE	33
INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES	33
EXHIBIT C	36
RETENTION LIMITS	36
EXHIBIT D	37
AUTOMATIC LIMITS	37
EXHIBIT E	40
REINSURANCE REPORTS	40
EXHIBIT F	42
DAC TAX ELECTION	42
EXHIBIT G	43
LEAD REINSURER	43

ARTICLE I

Business Reinsured

Reinsurance under this Agreement shall be on an automatic and facultative basis.

Policies, Benefits, and Riders under Plans listed in Exhibit A-I

The Company will cede to the Reinsurer a portion of the Life Insurance Policies, Benefits, and Riders for the plans as listed in Exhibit A-I. These policies are reinsured under the General Provisions and Premium Rates set out in subsections of Exhibit B, and are also subject to terms and conditions described elsewhere in this Agreement.

Policies, Benefits, and Riders under Existing Life Insurance Policies of the Company

The Company will also cede to the Reinsurer a portion of any fully underwritten increase, after the Effective Date of this Agreement, in the amount at risk under life insurance policies, benefits and riders issued by the Company under plans of the Company existing at the Effective Date of this Agreement and which plans are not listed in Exhibit A-I.

This Agreement is applicable only to reinsurance of policies directly written by the Company. Any policies acquired by the Company through merger of another company, reinsurance, or purchase of another company’s policies are not included under the terms of this Agreement. However, reinsurance of such policies may be arranged by written agreement between the Company and the Reinsurer.

Currency

All cessions under this Agreement shall be affected in the currency specified in Exhibit B. Reinsurance premiums and liabilities shall be expressed and payable in that currency.

Underwriting Forms, Evidence and Issue Rules

The Company shall provide full disclosure of all material facts regarding the policies and benefits covered by this Agreement.

The Company’s Underwriting Forms and Evidence, which are available to the Reinsurer, are listed in Exhibit A-II.

If new material is published, or material changes are made in the information already filed, the Company agrees to promptly provide the Reinsurer with copies of such material.

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ARTICLE II

Requirements for Reinsurance Coverage

Automatic Coverage

The Company shall cede to the Reinsurer a portion of the life insurance policies, supplementary benefits and riders listed in Exhibit A-I. The Reinsurer shall automatically accept its share of these policies, supplementary benefits and riders as described in the exhibits of this Agreement, provided that:

(a) The Company keeps its full retention in accordance with the limits as set out in Exhibit C, or otherwise holds its full retention on a life under previously issued in-force policies; and

(b) All amounts ceded to the Reinsurer must be HIV tested and fully underwritten according to the Company’s standard underwriting practices and criteria. For the maximum table rating that can be ceded on an automatic basis for individual policies see the tables in Exhibit D, Automatic Limits. For maximum table rating for survivorship policies, based on the better life, refer to the Exhibit D, Automatic Limits. For any voluntary underwriting exception, the Company will pay the Reinsurer the true underwriting class reinsurance premium or retain the risk. The Company’s preferred underwriting criteria, age and amount requirements and internal underwriting exception criteria are attached to and are part of the reinsurance agreement. Any proposed material changes to the Company preferred underwriting criteria, age and amount requirements and internal underwriting exception criteria shall be submitted to the Reinsurer for written approval prior to implementation. If the Reinsurer does not respond within thirty (30) days, it shall be presumed that the Reinsurer is agreeable to such modification; and

(c) The total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced, does not exceed the Jumbo Limit outlined in Exhibit D; and

(d) The amount to be reinsured under this Agreement in addition to the amount already reinsured on that life, does not exceed the Automatic Acceptance Limits specified in Exhibit D; and

(e) The application is on a life, which has not been submitted on a facultative basis to the Reinsurer or any other reinsurer within the last three years, unless the reason for submitting the case on a facultative basis no longer applies.

Facultative Coverage

If the Company receives an application that meets any of the criteria below, the reinsurance shall be considered on a facultative basis:

(a) The amount reinsured, in addition to the amount already reinsured on that life, exceeds the Automatic Acceptance Limits and the Jumbo Limits, outlined in Exhibit D; or

(b) When the application is on a life for which the Company intends to retain less than its regular quota share, and the company does not hold its full retention on the life under previously issued in-force policies; or

(c) The application is on a life for which, an application had been submitted by the Company on a facultative basis, to the Reinsurer or any other reinsurer within the last 3 years (unless the reason for submitting the case on a facultative basis no longer applies.)

The relevant terms and conditions of this Agreement shall apply to those facultative applications that are accepted by the Reinsurer.

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ARTICLE III

Reinsurance Cessions

Automatic Cessions

For all automatic cessions the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company agrees to send copies of the application, underwriting papers and other papers for an automatic cession on any life upon the request from the Reinsurer.

Facultative Cessions

The Company may apply for reinsurance by sending to the Reinsurer copies of all pertinent papers, including the original application, medical examination, inspection reports, physician’s statements, urinalyses, and all other information that the Company may have relating to the insurability of the risk.

After consideration of the pertinent papers, the Reinsurer shall promptly inform the Company of its underwriting decision. If the underwriting decision is acceptable to the Company and the Company’s policy is subsequently placed in force in accordance with the Company’s placement rules, the Company shall advise the Reinsurer in the manner described in Exhibit E.

If any application to the Reinsurer is not to be placed with the Reinsurer, the Company shall advise the Reinsurer so that the Reinsurer can complete its records.

For all cessions reinsured hereunder, the Company shall advise the Reinsurer as outlined in Exhibit E.

Data Notification

The Company shall self-administer all business reinsured under this Agreement using the TAI System.

The Company shall provide the Reinsurer with the reports as set out in Exhibit E. The Company, upon request, will provide the Reinsurer with any other information related to the business reinsured under this Agreement and which the Reinsurer requires in order to complete its financial statements.

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ARTICLE IV

Statement of Account

Premium and Claims Accounting

The premiums to be paid to the Reinsurer by the Company for reinsurance shall be in accordance with the terms set out in Exhibits B, B-I and B-II.

During each accounting period, the Company undertakes to send to the Reinsurer Billing Statements as set out in Exhibit E, showing all first year and renewal premiums for the next accounting period. Also included will be any adjustments made necessary by changes or corrections to reinsurance previously reported.

For all claims paid by the Company within the accounting period, the Company will submit to the Reinsurer a Statement of Reinsured Claims Collected, as referenced in Exhibit E. This is an itemized listing of benefits including the ceded death benefit, plus the Reinsurer’s proportionate share of the interest and expenses paid by the Company, that have been netted off the Reinsurer’s monthly Billing Statement(s).

The balance of account due shall then become payable. If the statement balance so calculated is due to the Reinsurer, the Company shall forward payment in settlement together with the statements. If the balance is due to the Company, the Reinsurer shall forward payment in settlement within thirty (30) days of receipt of the statements.

For balances remaining unpaid longer than thirty (30) days after the Reinsurer’s receipt of request for payment, the Company reserves the right to charge interest on the outstanding balance. The outstanding balance will incur interest calculated from that date using the “3 month” U.S. Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

The Company also reserves the right to net any balances that remain unpaid for more than thirty (30) days after the receipt of request for payment from the next reinsurance billing statement.

Non-Payment of Premiums

The Reinsurer may terminate its liability for any reinsurance for which the reinsurance premiums have not been paid within sixty (60) days after billing, by giving thirty (30) days written notice by registered mail of such action to the Company.

The Reinsurer reserves the right to charge interest on any balances remaining unpaid within thirty (30) days of the due date and/or when premiums for new business are not paid within one hundred and twenty (120) days of the issue date of the policy. Interest incurred will be calculated using the “3-month” US Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

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ARTICLE IV (cont’d)

The Reinsurer’s right to terminate reinsurance for non-payment of premium shall not prejudice its right to collect premiums for the period the reinsurance was in force.

During the period premiums are outstanding, the Reinsurer may offset the amount of any premiums in arrears against amounts owed to the Company.

The Company shall not force termination under the provisions of this paragraph solely to avoid the recapture requirements or to transfer to another reinsurer the block of business reinsured under this Agreement.

Unearned Premium

The Company shall take credit, without interest, for any unearned premiums, net of commissions or allowances, arising due to reductions, terminations, lapses, cancellations or death claims, in its account.

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ARTICLE V

Changes to Business Reinsured

Conversions

In the event of the conversion of a policy reinsured under this Agreement the policy arising from the conversion shall be reinsured with the Reinsurer. Premium rates outlined in Exhibit B-I and B-II shall be applied to the converted policy on a point-in-scale basis. A policy insured with the Company may convert to a policy with any of the Company’s affiliate companies.

Conversions with Increases

Automatic Cessions

If the amount of the policy arising from the conversion is increased at the time of the conversion, the Reinsurer’s share shall be increased proportionately, effective on the date of the conversion. The increased amount of the policy shall be subject to full underwriting by the Company, and the total amount reinsured shall not exceed the Automatic Limits as outlined in Exhibit D.

Facultative Cession

Any increase in amount shall be subject to the Reinsurer’s approval.

Premium rates shall be applied to the converted policy on a point-in-scale basis.

Policy Changes

Changes to policies reinsured under this Agreement shall be made in accordance with the provisions set out below.

If the change affects the plan, the amount of reinsurance, premiums, or commissions under the cession, the Company shall inform the Reinsurer in the subsequent Reinsurance Report as set out in Exhibit E.

Plan Changes

Automatic Cessions:

a) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and the Company is not obtaining evidence in accordance with the Company’s full new business underwriting rules, or as agreed otherwise by the Company and the Reinsurer, the reinsurance shall remain in effect with the Reinsurer on the following basis:

(i) the reinsurance rates and the durations shall be based on those applicable to the original cession; and

(ii) the reinsurance amount at risk shall be determined according to the terms of this Agreement but in no event shall be more than the original cession at the time of the change in plan.

(iii) The suicide and contestability period of the policy will be measured from the issue date of the original cession.

Internal replacements, as described above, may occur between the Company and any of its affiliate companies.

b) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and full underwriting in accordance with the Company’s full new business underwriting rules is required, the policy will be considered new business and will be reinsured under the current pool open to new business, using first year rates based on attained age. The suicide and contestability period of such a policy will be measured from the current issue date, except in jurisdictions that require otherwise.

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ARTICLE V (cont’d)

Facultative Cessions:

Any changes shall be subject to the Reinsurer’s approval only if the Company is obtaining evidence in accordance with the Company’s new business underwriting rules. The Company and the Reinsurer shall agree to the applicable reinsurance terms.

These practices will apply unless mutually agreed otherwise by the Company and the Reinsurer and described in the Exhibits.

Increase in Amount and Re-underwriting

Automatic Cessions:

Any re-underwriting, (including any change in mortality rating), or non-contractual increase in amount at risk for any cession shall be subject to the Company’s full new business underwriting rules or as agreed otherwise by the Company and the Reinsurer. The amount of the increase shall be subject to the terms set out in Exhibit B.

If the amount of the policy shall increase above the Jumbo Limit (Exhibit D), or if the amount to be reinsured exceeds the Automatic Coverage Limits (Exhibit D), the increase shall be subject to the Reinsurer’s approval.

Facultative Cessions:

Any re-underwriting or non-contractual increase, including any change in mortality rating shall be subject to the Reinsurer’s approval.

Reductions

If the amount of insurance of a policy issued by the Company is reduced then the amount of reinsurance on that policy shall be reduced in the same proportion that the original reinsurance amount bore to the original total face amount. The reduction shall be effective on the same date as the reduction under the original policy.

If the reinsurance for a policy has been placed with more than one reinsurer, the reduction shall be applied to all reinsurers in proportion to the amounts originally reinsured with each reinsurer.

If the insured has multiple policies, some which are reinsured and a fully retained policy lapses or reduces, the Company will not make any changes to the reinsured policies.

Special Changes

If any special or unusual change, which is not covered above and which may affect the terms of the cession in question, is requested, the Reinsurer’s approval shall be obtained before such a change becomes effective.

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ARTICLE V (cont’d)

Lapses

When a reinsured policy is terminated due to a lapse, the cession in question shall be cancelled effective the same date. If the Company allows extended or reduced paid-up insurance following a lapse, the reinsurance will be appropriately amended. If the Company allows the policy to remain in force under its automatic premium loan regulations, the reinsurance shall continue unchanged and in force as long as such regulations remain in effect, except as provided for otherwise in this Agreement. If the policy continues in force without payment during any days of grace pending its termination, whether such continuance is as a result of a policy provision or a practice of the Company, the reinsurance will also continue without payment of premium and will terminate on the same date as the Company’s risk terminates.

Reinstatements

If a policy reinsured on an automatic basis is reinstated in accordance with the terms and normal Company rules and practices, the Reinsurer shall reinstate the reinsurance automatically.

If the Company collects premiums in arrears from the policyholder of a reinstated policy, it agrees to pay the Reinsurer all corresponding reinsurance premiums in arrears in connection with the reinstatement.

The Reinsurer’s approval is required only for the reinstatement of a facultative policy when the Company’s regular reinstatement rules indicate that more evidence than a Statement of Good Health is required.

Minimum Final Cession

Reinsurance under this Agreement shall be cancelled whenever the net amount at risk becomes less than the Minimum Final Cession amount set out in Exhibit B.

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ARTICLE VI

Retention Limit Changes

The reinsurance under this Agreement shall be maintained in force without reduction except as specifically provided for elsewhere in this Agreement.

The Company may change its retention limits for the purposes of this Agreement on new business being issued at any time by giving written notice to the Reinsurer of the new retention limits and the effective date of the new retention schedule.

The Company’s retention limits for the purposes of this Agreement are set out in Exhibit C.

Recapture

If the Company increases its Corporate Retention Limits, as stated in Exhibit C, it shall give the Reinsurer written notice if it intends to recapture within 90 days of the effective date of the increase in its retention limits. The Company may apply the new retention limits to existing reinsurance and reduce reinsurance in force in accordance with the following rules.

The Company may also recapture business without an increase in its retention limits in accordance with the following rules.

(a) The policy has satisfied the minimum in force period requirements outlined in Exhibit B.

(b) A reduction may be made only if the Company retained its full retention (according to the quota share and excess retention arrangements as stated in Exhibit C) for the plan, age and mortality rating at the time the policy was issued.

(c) Such reductions shall be made on the next policy anniversary of each cession affected from the effective date agreed to; or, reductions shall be made according to a “one-time” effective date of recapture that has been mutually agreed to by both parties to this Agreement.

(d) For business ceded under the quota share parameters of this Agreement, recapture will be in the form of a decrease in the quota share percentage ceded to the pool. This decrease will apply to all such in force business reinsured under this Agreement provided the requirements set forth in paragraphs (a) and (b) above are satisfied.

(e) For a conversion policy or re-entry, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy.

(f) Any class of fully reinsured business or any classes of risks for which the Company established special retention limits less than the Company’s full quota share or absolute retention limits for the plan, age and mortality rating at the time the policy was issued are not eligible for reduction.

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ARTICLE VI (cont’d)

(g) If recapture is due to an increase in the Company’s retention limits, a reduction may be made only if the Company has applied its increase in retention in a consistent manner to all categories of its normal retention limits as stated in Exhibit C.

(h) If recapture is due to an increase in the Company’s retention limits, in applying its new retention limits to existing reinsurance, the rating at the time of issue and the issue age of the existing reinsurance shall be used to determine the amount of the Company’s new retention.

(i) Recapture as provided herein shall be optional with the Company, but if any reinsurance is recaptured, all reinsurance eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance.

(j) The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture.

(k) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(l) The terms and conditions for the Company to recapture in force business due to financial impairment or insolvency of the Reinsurer are set out in Article X of this Agreement.

(m) If the Company transfers business, which is reinsured under this Agreement, to a successor company then the successor company has the option to recapture the reinsurance, in accordance with the recapture criteria outlined in this section, only if the successor company has a higher retention limit than the Company.

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ARTICLE VII

Liability

Automatic Reinsurance

The Reinsurer’s liability for any policy ceded on an automatic basis under this Agreement shall begin simultaneously with the Company’s contractual liability for the policy reinsured.

Facultative Reinsurance

If a policy covered under this Agreement is offered on a facultative basis for excess coverage to the Reinsurer, then the Reinsurer’s liability shall begin simultaneously with the Company’s contractual liability for this facultative policy, and providing that the requirements for facultative coverage described in Article II have been met.

The Reinsurer’s liability ceases if the Reinsurer declines the risk and duly notifies the Company or the Company declines the Reinsurer’s offer.

If a policy is submitted on a facultative basis for competitive reinsurance offers, the liability of the Reinsurer shall commence when the Reinsurer has received notice from the Company, during the lifetime of the insured, that the Reinsurer’s offer has been accepted.

The Company shall have ninety (90) days from the date of the Reinsurer’s final offer in which to place the policy with the insured/owner, after which time the Reinsurer’s offer shall expire unless the Reinsurer explicitly states in writing that the offer is extended for some further period.

The Reinsurer may assume liability for claims arising prior to the time of notification if it is shown to the satisfaction of the Reinsurer that the policy would have been reinsured with the Reinsurer.

Duration

The liability of the Reinsurer for all cessions under this Agreement shall cease at the same time as the liability of the Company ceases and shall not exceed the Company’s contractual liability under the terms of its policies.

Notwithstanding the foregoing, the Reinsurer may terminate its liability for any policies for which premium payments are in arrears, according to the terms set out in Article IV of this Agreement.

It is understood that the Reinsurer’s liability for a claim shall be based on the reinsured net amount at risk as of the date the claim is incurred.

Temporary Insurance Agreement or Interim Receipt

The extent of the Reinsurer’s liability on a per life basis, for claims admitted by the Reinsurer that have arisen under the Temporary Insurance Agreement or Interim Receipt is set out in Exhibit A-II.

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ARTICLE VIII

Claims

Claims Decision

The Reinsurer agrees that in regard to all claims on policies reinsured under this Agreement:

(a) The final decision respecting claims payment is at the sole discretion of the Company.

(b) The Company may approach the Reinsurer for an opinion, but the Reinsurer is not responsible to the Company for a claim decision.

(c) The Company’s contractual liability for claims, as described in this Article, is binding on the Reinsurer.

Initial Notice of Claim

For all claims, the Company will send an Initial Notice of Death and a Statement of Claims Pending report to the Reinsurer, which will be included with the Company’s monthly claims and premium billing statement, as referenced in Exhibit E.

The Initial Notice of Death and the Statement of Claims Pending reports include: the insured’s name, date of birth, the death benefit amount, the retained amount, ceded death benefit, policy number, plan code, treaty code, date of death, and policy issue date.

For Joint Life Last Survivor business, the Company, upon notification, shall inform the Reinsurer of the first death by providing the Reinsurer with the policy number, name, date of death, and cause of death of the insured.

Claim Proofs

Note: In the following section, “death benefit” refers to the amount payable by the Company not including any interest or expenses related to that claim.

Procedures for the handling of reinsured claims are as follows:

(i) For all non-contestable claims where the policy death benefit is less than or equal to $1,000,000, the Company will report these claims on a “bulk” basis (where no proofs will be provided to the Reinsurer – except upon specific request by the Reinsurer).

(ii) For all non-contestable claims where the policy death benefit is $1,000,001 or greater, once the Company has approved and paid the claim, the Company will send to the Reinsurer copies of the claimant’s statement, the insured’s death certificate and proof of payment.

(iii) For claims within the contestable period, where the policy death benefit is less than or equal to $500,000, once the Company has approved and paid the claim, the Company will send to the reinsurer copies of insured’s death certificate, claimant’s statement, and proof of payment. (The Company will provide additional papers to the Reinsurer upon request.)

(iv) For claims within the contestable period, where the policy death benefit is equal to or exceeds $500,001, the Company will send to the Reinsurer copies of the insured’s death certificate, claimant’s statement, and claims investigation papers. If the reinsurance is on an automatic basis, the Company will also provide copies of the underwriting papers.

If the Reinsurer wishes to comment on or consult with the Company regarding a claim, it shall inform the Company within five (5) business days upon receipt of the above information. The Company will forward a copy of proof of payment, once the claim has been paid.

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ARTICLE VIII (cont’d)

Ceded Claim Settlements

Payment of death claims by the Reinsurer shall be in one lump sum regardless of the mode of settlement under the Company’s policy.

The Reinsurer will reimburse the Company for any claims payable under this Agreement as described in Article IV.

Contested Claims and Rescissions

The Company will notify the Reinsurer of its intention to contest, compromise, or litigate a claim involving a reinsured policy, or to rescind coverage by the Company under a reinsured policy. The Company shall then submit to the Reinsurer for review, copies of all papers connected with the claim or rescission.

In the event that the Reinsurer does not wish to contest, compromise, or litigate the claim, it shall notify the Company within five (5) business days after receipt of all the necessary papers. The Reinsurer shall then discharge all of its liability by paying the Company its full share of the reinsured liability to the Company and will not share in any subsequent increase or reduction in liability.

If the Reinsurer agrees with the decision to contest the claim, the Reinsurer will share in any subsequent reduction in the Company’s liability. The Reinsurer will share in such reduction in the proportion that the Reinsurer’s net liability bears to the sum of the net liability before reduction of the Company and all reinsurers on the insured’s date of death.

In the event that the Reinsurer does not wish to participate in the rescission of insurance it shall notify the Company within five (5) business days after receipt of all the necessary papers. In such a case, the Reinsurer shall not participate in the payment of any expenses incurred as a result of the rescission (and as described in the “Expenses” section of this Article). Should the Company proceed with rescission of the policy, but is subsequently required to reinstate the policy, it is understood that the Reinsurer agrees to participate in the reinsurance of the reinstated policy under the terms and conditions described in this Agreement, and provided that there is no non-contractual increase to the Reinsurer’s share.

Ceded Benefits Payable

The reinsurance benefit will be limited to the Reinsurer’s share of the Company’s contractual liability for the claim. For the purposes of this Article, contractual liability shall mean the benefits payable by the Company under the terms and conditions of the reinsured policy.

The total reinsurance benefit recovered by the Company from all reinsurers on a policy must not exceed the Company’s total contractual liability on the policy, less the Company’s kept retention on the policy.

Misstatement of Age or Sex

If the amount of insurance provided by the policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of a life insured, the Reinsurer shall share in the increase or reduction in the proportion that the net liability of the Reinsurer bears to the total of the net liability of the Company and the net liability of all reinsurers, including the Reinsurer, immediately prior to such increase or reduction.

The reinsurance with the Reinsurer shall be rewritten from commencement on the basis of the adjusted amounts using premiums and reserves at the correct age or sex. The adjustment for the difference in premiums shall be made without interest.

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ARTICLE VIII (cont’d)

Expenses

The Reinsurer shall pay its share of the expenses that are connected to the Company’s investigation of any claim incurred on policies reinsured under this Agreement. Subject to the Extra Contractual Damages section of this Article, claims investigation expenses do not include expenses incurred by the Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits. The Reinsurer will not reimburse the Company for routine claim and administration expenses.

Expenses which are excluded from this provision are salaries of officers or employees, or other routine office expenses of the Company; also excluded are expenses incurred in connection with a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits that the Company admits are payable.

In the event that the Reinsurer agrees with a decision of the Company to contest, compromise, or litigate a claim or to rescind coverage by the Company under a reinsured policy, the Reinsurer agrees to reimburse the Company for any third party expenses, including but not limited to reasonable legal and investigative expenses that the Company may incur in seeking to contest, compromise, litigate a claim under such reinsured policy, or to rescind such reinsured policy. Such reimbursement shall be in the proportion that the Reinsurer’s net liability for such reinsured policy bears to the sum of the net liability of the Company and all reinsurers for such reinsured policy as of the date of death where the Company decides to contest, compromise, or litigate a claim under such reinsured policy, and as of the date of rescission where the Company decides to rescind such reinsured policy. The Reinsurer shall also pay its share of the claim itself, if applicable.

Extra Contractual Damages

In no event shall the Reinsurer participate in punitive, compensatory, as described below, which are awarded against the Company as a result of an act, omission or course of conduct committed solely by the Company, its agents or representative, in connection with the insurance reinsured under this Agreement.

The Reinsurer shall, however, pay its share of statutory penalties awarded against the Company in connection with insurance reinsured under this Agreement if the Reinsurer elected to join in the contest of the coverage in question.

The parties recognize that circumstances may arise in which equity would require the Reinsurer, to the extent permitted by law to share proportionately in certain assessed damages. Such circumstances are difficult to define in advance, but generally would be those situations in which the Reinsurer was an active party and consented in writing to the act, omission or course of action of the Company, which directly results in the assessment of punitive and/or compensatory damages. In such situations, the Company and the Reinsurer shall share such damages so assessed, in equitable proportions.

For the purposes of this provision, the following definitions shall apply:

(a) “Punitive Damages” are those damages awarded as a penalty (as a result of, but not limited to, failure of the insurer to settle a claim within policy limits when there was an opportunity to do so), the amount of which is not governed, nor fixed, by statute.

(b) “Statutory Penalties” are those amounts, which are awarded as a penalty, but fixed in amount by statute.

(c) “Compensatory Damages” are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

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ARTICLE IX

Dispute Resolution

Oversights

It is agreed that any unintentional or accidental failure to comply with the terms of this Agreement which can be shown to be the result of an oversight, misunderstanding or clerical error on the part of either party shall not be deemed to be an abrogation of the Agreement or an invalidation of the reinsurance. Upon discovery, the error shall be promptly corrected by both parties, being restored to the position they would have occupied had the oversight, misunderstanding or clerical error not occurred.

This provision shall apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Agreement and not to the administration of the insurance provided by the Company to its insured. Any negligent or deliberate acts or omissions by the Company regarding the insurance provided are the responsibility of the Company and its liability insurer, if any, but not that of the Reinsurer.

Arbitration

The Company and the Reinsurer shall attempt in good faith to negotiate a mutually acceptable solution to any controversy, dispute or claim arising out of or relating to this Agreement, or the breach thereof. Where the Company and the Reinsurer fail to reach a mutually acceptable solution, then either the Company or the Reinsurer may request that the controversy, dispute, claim, or breach of agreement be settled by arbitration, and the arbitrators, who shall regard this Agreement from the standpoint of practical business as well as the law, are empowered to determine as to the interpretation of the treaty obligation.

To initiate arbitration, either the Company or the Reinsurer will notify the other in writing of its desire to arbitrate, stating the nature of its dispute and remedy sought. The party to which the notice is sent will respond to the notification in writing within fifteen (15) days.

Within sixty (60) days of the date on which the party initiating the arbitration gives notice to the other party that it is initiating such arbitration, the Company and the Reinsurer shall each appoint one arbitrator. The two arbitrators shall select a third arbitrator within two weeks of the date on which the last of the two such arbitrators was appointed. Should the two arbitrators not agree on the choice of the third arbitrator, then the Company and the Reinsurer shall each name four (4) candidates to serve as arbitrator.

Beginning with the party who did not initiate arbitration, each party shall eliminate one candidate from the eight listed until one candidate remains. If this candidate declines to serve as the arbitrator, the candidate last eliminated will be approached to serve. This process shall be repeated until a candidate has agreed to serve as the third arbitrator.

All three arbitrators must be present or former officers of Life Insurance Companies or Life Reinsurance Companies, excluding however, officers of the two parties to this Agreement, their affiliates or subsidiaries or past employees of any of these entities. The place of meeting of the arbitrators shall be decided by a majority vote of the arbitrators. The written decision of a majority of the arbitrators shall be final and binding on both parties and their respective successors and assigns. All costs of the arbitration and expenses and fees of the arbitrators shall be borne equally by the parties, unless otherwise ordered by the arbitrators.

The arbitrators shall render a decision within two months of the appointment of the third arbitrator, unless both parties agree otherwise. In the event no decision is rendered within four months, new arbitrators shall be selected as above.

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ARTICLE IX (cont’d)

Alternatively, if both parties consent, any controversy may be settled by arbitration in accordance with the rules of the American Arbitration Association.

Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

It is specifically the intent of both parties that these arbitration provisions shall replace and be in lieu of any statutory arbitration provision, if the law so permits.

If more than one reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such reinsurers may consolidate and act as one party for purposes of arbitration and communications shall be made by the Company to each of the reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the reinsurers under the terms of this Agreement from several to joint.

16

ARTICLE X

Financial Impairment and Insolvency

Financial Impairment the Reinsurer

If a pool reinsurer (including the Reinsurer) becomes financially impaired (as defined below), the Company may, at its option, within ninety (90) days from the time of impairment, recapture all of the reinsurance in force that was ceded to the financially impaired pool reinsurer under this Agreement, by providing the financially impaired pool reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture the reinsurance in force, regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured. The effective date of a recapture would be the date on which financial impairment was established.

A pool reinsurer shall be considered financially impaired when:

(a) it is declared insolvent; or

(b) its Total Adjusted Capital drops below 2.5 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled reinsurer, or

(c) it has not satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domicile reinsurer, or

(d) the Standard & Poor’s Financial Strength rating of a pool reinsurer falls below BBB- and B-(A.M. Best) when a pool reinsurer is not a direct insurer in the United States life insurance market also.; or

(e) the Standard & Poor’s Financial Strength rating of a pool reinsurer falls below BBB+ and B (A.M. Best) when a pool reinsurer is a direct insurer in the United States life insurance market also.

Insolvency

For the purpose of this Agreement, the Company or the Reinsurer shall be deemed “insolvent” when it:

(a) applies for or consents to the appointment of a rehabilitator, conservator, liquidator or statutory successor of its properties or assets; or

(b) makes an assignment for the benefit of its creditors; or

(c) is adjudicated as bankrupt or insolvent; or

(d) files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or

(e) becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of the Company, or the Reinsurer, as the case may be.

In the event of the insolvency of the Reinsurer or the Company, any amounts owed by the Company to the Reinsurer and by the Reinsurer to the Company, under their respective agreements, shall be set-off and only the balance shall be paid.

17

ARTICLE X (cont’d)

The Reinsurer shall be liable only for the amounts reinsured with the Reinsurer and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement with the Company.

In the event of the insolvency of the Company, the reinsurance obligations under this Agreement shall be payable by the Reinsurer directly to the Company, its liquidator, receiver, rehabilitator, conservator or statutory successor, immediately upon demand, with reasonable provision for verification on the basis of the claims allowed against the insolvent company by any court of competent jurisdiction or by any rehabilitator, receiver, conservator, liquidator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Company, or because the rehabilitator, receiver, conservator, liquidator or statutory successor has failed to pay all or a portion of any claims.

It is understood, however, that in the event of such insolvency, the rehabilitator, conservator, receiver, liquidator or statutory successor of the Company shall give written notice of the pendency of a claim against the Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceedings, and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator, rehabilitator, receiver, conservator or statutory successor.

It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance Agreement as though the Company had incurred such expense.

In the event of the financial impairment of the Reinsurer, the Company may, at its option, cancel this Agreement for new business by promptly providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of the cancellation effective the date on which the Reinsurer’s financial impairment is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances.

In the event of the financial impairment of the Reinsurer, the Company may, at its option, recapture all reinsurance in force under this Agreement by providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured hereunder. The effective date of a recapture due to financial impairment would be the date on which the Reinsurer’s financial impairment is established by the authority responsible for such determination.

18

ARTICLE X (cont’d)

The Reinsurer will inform the Company should its Total Adjusted Capital drop below 2.5 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}), if it is a U.S. domiciled reinsurer; or if it has not satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled reinsurer. The Company will keep this information confidential and not release it without prior agreement of the Reinsurer. Under this situation the Company may recapture business under the same terms as in the immediate preceding paragraph.

The Company shall recapture business in accordance with the following rules:

(a) The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture.

(b) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(c) The Reinsurer shall be liable for its share of any claim incurred up to and including the date of recapture.

19

ARTICLE XI

Taxes & Expenses

DAC Tax

The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g)(8) of the Income Tax Regulation under Section 848 of the Internal Revenue code of 1986, as amended, whereby:

(a) the party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1); and

(b) both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency.

The term “net consideration” will refer to either net consideration as defined in Regulation Section 1.848-2(f) (or gross amount of premiums and other consideration as defined in Regulation Section 1.848-3(b), as appropriate).

The method and timing of the exchange of this information is set out in Exhibit F.

This DAC Tax Election shall be effective for all years for which this Agreement remains in effect.

The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

The Reinsurer’s Taxes and Expenses

Apart from any taxes, allowances, commissions, refunds, and expenses specifically referred to elsewhere in this Agreement, the Reinsurer shall pay no commissions, allowances, taxes, or proportion of any expense to the Company in respect of any cession.

20

ARTICLE XII

Alterations to Agreement

Any alteration to this Agreement shall be null and void unless attached to the Agreement and signed by both parties.

Parties to Agreement

This is an Agreement solely between the Company and the Reinsurer. The acceptance of reinsurance hereunder shall not create any right or legal relation between the Reinsurer and the insured, beneficiary, or any other party to any policy of the Company, which may be reinsured hereunder.

Assignment

Neither the Company nor the Reinsurer may assign any of the rights and obligations under this Agreement without prior written consent of the other party. Such consent will not be unreasonably withheld. This provision shall not prohibit the Reinsurer from reinsuring the policies on an indemnity basis.

Entire Agreement

This Agreement represents the entire agreement between the Company and the Reinsurer and supercedes, with respect to its subject matter, any prior oral or written agreements between the parties. There are no understandings between the parties to this Agreement other than those expressed in the Agreement.

Good Faith

The Company and Reinsurer agree that all matters with respect to this Agreement require utmost good faith of both parties. The Reinsurer and the Company shall have the right, at any reasonable time, to inspect, audit and photocopy, at the other’s offices all records, books and documents relating to the reinsurance under this Agreement, which the Company or the Reinsurer shall make fully available immediately upon demand of the Reinsurer or the Company.

Each party represents and warrants to the other party that:

(i) it is solvent on a statutory basis in all states in which it does business or is licensed, and

(ii) (a) its Total Adjusted Capital is at least equal to 2.5 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled party, or

(b) it has satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled party.

Each party agrees to promptly notify the other if it subsequently becomes insolvent or financially impaired, as described in Article X.

Each party acknowledges that the other party has entered into this Agreement in reliance upon their representations and warranties. The Company affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a change in underwriting or issue practices or philosophy, a change in underwriting management personnel, or a change in the Company’s ownership or control.

21

ARTICLE XII (cont’d)

Offset

The Company and the Reinsurer will have the right to offset any balance or balances whether on account of premiums, allowances or claims due from one party to the other, under this Agreement or under any other reinsurance agreement between the Company and the Reinsurer.

The right of offset will not be affected or diminished because of the insolvency of either party.

Duration of Agreement

This Agreement is effective as of the effective date set out in Exhibit B and is unlimited as to its duration. It may be terminated for further new reinsurance by either party giving at least ninety (90) days notice to that effect by registered letter to the other party. During the period of such ninety (90) days the Reinsurer shall continue to accept new reinsurance under the terms of this Agreement. This notification period would be waived in the event the Reinsurer is deemed insolvent as set out in Article X. Further, the Reinsurer remains liable for all cessions existing at the date of the expiration set forth in the notice until their natural expiration, unless the parties mutually decide otherwise or as specified otherwise in this Agreement.

Severability

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

Benefit

Except as otherwise provided, this Agreement shall be binding upon the parties hereto and their respective successors and assigns.

Confidentiality

Both the Company and the Reinsurer will hold confidential and not disclose or make competitive use of any shared proprietary information unless otherwise agreed to in writing, or unless the information otherwise becomes publicly available or the disclosure of which is required for retrocession purposes or has been permitted by law or is duly required by external auditors.

Construction

This Agreement shall be construed and administered in accordance with the laws of the State of Michigan and the rights and obligations of this Agreement shall, at all times, be regulated under the laws of the State of Michigan.

Lead Pool Reinsurer

Details on the Lead Pool Reinsurer are shown under Exhibit G.

22

Made in duplicate and executed by all parties.

Signed for and on behalf of:

John Hancock Life Insurance

Company (U.S.A.)

of Bloomfield Hills, Michigan

On:	Jan. 10, 2006	On:	Jan. 13, 2006
By:	/s/ Jonathan Porter	By:	/s/ Naveed Irshad
	Jonathan Porter		Naveed Irshad
Title:	VP & CFO, US INSURANCE	Title:	VP PRODUCT MANAGEMENT

Signed for and on behalf of:

Munich American Reassurance Company

of Atlanta, Georgia

On:	12/29/2005	On:	12/29/2005
By:	/s/ James M. Filmore	By:	/s/ Laiping Wong
	James M. Filmore		Laiping Wong
Title:	AVP & Actuary	Title:	Assistant Actuary

23

EXHIBIT A-I

Page 1

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached – unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Plan Launch	Termination Date     of Plan	Exhibit     Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	November 2005		BI	November 2005

24

EXHIBIT A-I

Page 2

Plans Reinsured
Acronym	Survivorship Plans	Plan Launch	Termination Date     of Plan	Exhibit     Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	January 1997		BII	January l, 2005
STERM	Survivorship Term	January 1999		BII	January 1, 2005
S2CVD	Survivorship UL, (CV Enhancement)	January 2003		BII	January 1, 2005
S2CVL	Survivorship UL (CV Enhancement)	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	March 2003		BII	January 1, 2005
SUL04	Survivorship UL 2004	February 2004		BII	January 1, 2005

Riders & Benefits Reinsured
Acronym	Rider/ Benefit	Acronym	Rider/ Benefit
A L	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange
LP	Life Plus	STI (SIO)	Supplementary Term insurance

    Policy Features on all plans:

• Six month Policy Exchange program

• Maturity Extension

25

EXHIBIT A-II

THE COMPANY’S UNDERWRITING FORMS,

EVIDENCE, AND ISSUE RULES

The following information and items are to be provided to the Reinsurer upon request:

1.            Application for Life Insurance Package and Medical Exam Form

2.            Temporary Insurance Agreement

3.            Reinstatement Rules

4.            Non-medical and Medical Requirements

5.            Super Preferred / Preferred Underwriting Guidelines, if applicable

TEMPORARY INSURANCE AGREEMENT

The Reinsurer’s liability shall not exceed the Reinsurer’s proportionate share of the amount stated in the Company’s Temporary Insurance Agreement (TIA). However, it is understood that the Reinsurer agrees to accept it’s proportionate share of the Company’s portion under the TIA, if the Company has no available retention. The Company’s maximum TIA liability is $1,000,000 for single life policies and $5,000,000 for survivorship policies.

Locked in Insurability:

Once a TIA is completed and provided all the conditions are met, changes in insurability that post-date the TIA, while it is in effect, will be ignored for the lesser of the face amount or $1,000,000 individual, $5,000,000 survivorship.

26

EXHIBIT A-III

POOL PARTICIPANTS

@ January 1, 2005

REINSURER	AUTOMATIC SHARES
Transamerica Occidental Life Insurance Company	30%
Munich American Reassurance Company	20%
Generali USA Life Reassurance Company	20%
Optimum Reassurance Inc.	10%

27

EXHIBIT B

Page 1

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state taw, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

4. Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five-year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A List” outlined in Exhibit D. The Company wilt obtain consensus with the Reinsurer prior to making any changes to the “A list” of countries and will provide the Reinsurer with the updated listing.

5. Residents of countries listed in the Company’s “A List” shall be covered under this Agreement.

6. CURRENCY: United States Dollars

7. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 20% (twenty percent) first-dollar quota share of the policy, up to the Reinsurer's Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 25% (twenty-five percent) first-dollar quota share of the policy would be reinsured with the Reinsurer equal up to the Reinsurer's Automatic Acceptance Limits specified in Exhibit D.

8. Any application may be offered for Facultative Reinsurance Coverage.

9. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company changes its Insureds.

10. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

11. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

12. AGE BASIS: Nearest

13. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

28

EXHIBIT B

Page 2

14. RATE GUARANTEE:

The YRT reinsurance rates set out in this sub-section are fixed for the 12-month period following the issue date of any policy reinsured under this agreement. Thereafter the Reinsurer, in its sole discretion, may increase the premiums, provided:

a	Reinsurance rates may not exceed the U.S. statutory net valuation premium applicable to the Reinsured Policies, calculated using the appropriate guaranteed mortality table and interest assumption
b	Any increase will only be implemented pursuant to a [*] as those provided in the policies reinsured herein.

15. MINIMUM FINAL CESSION: Zero

16. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

17. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy.

18. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

19. Recapture will be in the form of a decrease in the quota share percentage ceded to the pool, which will apply to all in force business under this Agreement.

20. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined: as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

21. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

22. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 3 1, 2005 will be reinsured under this Agreement.

29

EXHIBIT B-I

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

For Policies with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company's non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

30

EXHIBIT B-I

Page 2

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company's interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(l-YRTrate_unrated/1000)^{multiple rating} , 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

7. INCREASING PLANS/RIDERS (INCLUDING ROP):

If life insurance on a reinsured policy is increased and the increase is subject to new underwriting evidence, then the increase of life insurance on the reinsured policy will be administered the same as the issuance of a new policy.

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criterion are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the maximum increase has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer's Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintain the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

31

EXHIBIT B-I

Page 3

8. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider, and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

For cases that are ceded automatically, the Company will ensure that the total amount ceded to the Reinsurer will never exceed the maximum amount, as outlined in Exhibit D.

32

EXHIBIT B-II

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

2. (i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

For Policies with five Underwriting Classes:
Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%
For Policies with four Underwriting Classes:
Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

33

EXHIBIT B-II

Page 2

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(l-YRTrate_unrated/1000)^{multiple rating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

* the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

34

EXHIBIT B-II

Page 3

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

8. INCREASING PLANS/RIDERS (INCLUDING ROP):

If life insurance on a reinsured policy is increased and the increase is subject to new underwriting evidence, then the increase of life insurance on the reinsured policy will be administered the same as the issuance of a new policy.

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criterion are met;

iv.) the increase(s) are scheduled and known at issue; or

v.) the maximum increase has been capped at issue; and

vi.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintain the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

9. RETURN OF PREMIUM RIDER: For products issued with a Return of Premium Rider, and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy.

If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

35

EXHIBIT C

RETENTION LIMITS

Life:

The Company will retain 20% first dollar quota share of each policy up to the following Corporate Retention Limits.

It is understood that if the Company has retention on existing insurance, the Company may retain less than 20% of a policy reinsured under this Agreement, in order to avoid exceeding the Company’s Corporate Retention Limits.

Individual Corporate Retention Limits:

Issue Age	Super Pref./ Pref./Std		Tbl. 1 – Tbl. 4		Tbl.5 – Tbl.8	Tbl. 9 – Tbl. 16
0-80	$	20,000,000	$	20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$	10,000,000	$	10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$	8,000,000	$	8,000,000	$2,000,000	Uninsurable
86-90	$	5,000,000	$	2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk

Survivorship Corporate Retention Limits:

a. For age 0 – 80 equals the sum of the individual lives’ retention limits, not to exceed $20,000,000 or $25,000,000.

b. If one of the lives is age 81 – 90 or is uninsurable, maximum retention limit (the sum of the individual lives’ retention limits) is $20,000,000.

c. If both lives are age 81 – 90, the maximum retention (the sum of the individual lives’ retention limits) is $10,000,000.

d. If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

36

EXHIBIT D

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The Company reinsures 80% of the risk. Once (if) the Company’s corporate retention is full, 100% of the risk is reinsured. The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$40,000,000	$40,000,000	$40,000,000	$20,000,000
71 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$50,000,000	$50,000,000	$50,000,000	$25,000,000
76 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 91	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

The Reinsurer agrees to accept 20% (twenty percent) first dollar quota share of the policy or 25% (twenty-five percent) of the Automatic Reinsurance Pool Capacity, (as specified in Exhibit B), up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits, below. It is understood that if the Company’s corporate retention limits are full on a life, 100% of the risk will be ceded to the pool of which the Reinsurer’s share is 25% (twenty-five percent) up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits.

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 –80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,00	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$12,500,000	$12,500,000	$12,500,000	$6,250,000
71 – 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,500	Nil
86 – 91	$625,000	Nil	Nil	Nil

37

EXHIBIT D

Page 2

Notes:

• The Automatic Limit for Entertainment and Professional Athletes $20,000,000, for Issue Ages 0-80

• Automatic Limits on Aviation risks are reduced proportionately according to the Company’s normal retention reduction

• If the Company’s retention is reduced for discretionary reasons notification shall be sent to the Reinsurer and the Reinsurer may proportionately reduce the automatic binding limit.

• Foreign Travel Details:

The following applies to US citizens or permanent residents living abroad for up to a maximum of 5 years. This includes residents of Guam, Puerto Rico and US Virgin Islands. They must be permanent US residents prior to the travel and be returning to permanent resident status within 5 years.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

• Foreign Nationals Details:

The following applies to residents of foreign countries (“A” countries listed below).

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

“A” List Countries

An asterisk indicates that preferred rates are available. All other cases are to be issued standard, not preferred.

Andorra*, Argentina, Australia*, Austria*, Bahamas*, Barbados*, Belgium*, Bermuda*, British Virgin Islands*, Canada*, Cayman Islands*, Chile, Costa Rica, Denmark*, Finland*, France*, Germany*, Greece*, Hong Kong*, Iceland*, Ireland*, Italy*, Liechtenstein*, Luxembourg*, Malta*, Mexico*, Monaco*, Netherlands*, New Zealand*, Norway*, Panama, Portugal*, San Marino*, Singapore*, Spain*, Sweden*, Switzerland*, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland)*

38

EXHIBIT D

Page 3

Jumbo Limits:

The Jumbo Limit is defined as the total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced

Issue Age	Super Preferred – Table 16
0-80	$65,000,000
81-90	$50,000,000

Notes:

• The Jumbo Limit for Entertainment and Professional Athletes apply to Issue Ages 0-80 only.

• The Jumbo Limits for Aviation risks are reduced proportionately according to the Company’s normal retention reduction

39

EXHIBIT E

REINSURANCE REPORTS

DATA NOTIFICATION: The Company shall send to the Reinsurer reports, in substantial compliance with the Society of Actuaries Guidelines, at the times indicated below:

Report	Frequency	Due Date
Billing Statement (by Treaty, totals by Reinsurer )	Monthly	10 days after month end
Reinsurance Policy Exhibit (Summary of movement during the past period)	Monthly / Quarterly/Annually	10 days after period due
Reinsurance Listing In-Force Report	Quarterly	10 days after quarter end
Net Amount at Risk, Premiums &	Quarterly	10 days after quarter end
Total Reserves (when required) (Summary)	Quarterly	17 days after quarter end
Initial Notice of Claim	Monthly	Monthly
Statement of Claims Incurred (New Claims for the Month)	Monthly	10 days after month end
Statement of Reinsured Claims Collected (Claims Netted off the Current Statement)	Monthly	10 days after month end
Increasing Risk – Ultimate Death Benefit Report	Monthly	10 days after month end

40

EXHIBIT E

Page 2

NOTIFICATION OF ACCEPTANCE OF FACULTATIVE OFFER: The Company will advise the Reinsurer of its acceptance of the Reinsurer’s underwriting decision pertaining to facultative business by sending written notice to the Reinsurer. The full details of the facultative new business shall be outlined on the Company’s Policy Detail Report.

ERRORS AND OMISSIONS: Should any items be inadvertently omitted from or entered in error on a reinsurance report, such omissions or errors shall not affect the liability of the Reinsurer in regard to any cession and the mistakes shall be rectified upon discovery. This does not waive any rights outlined in Article IX.

THE REINSURER’S RATINGS: The Company may annually request the most recent credit rating reports on the Reinsurer issued by Standard & Poor’s and // or A.M. Best Company. These credit reports done by the credit agency should include sections that indicate the assigned rating for the Reinsurer, the rationale for the rating, the outlook for the Reinsurer and a business and financial profile.

RESERVES:

First Three Quarters’ Reserves: The Company shall advise the Reinsurer within 15 days of the end of each of the first three quarters, of the amount of reserves calculated on the reinsurance in force under this Agreement, as of the end of the preceding quarter. Any estimated figures provided should be confirmed by actual reserve figures.

Year End Reserves: The Company shall advise the Reinsurer by January 15th of each year of the amount of reserves calculated on the reinsurance in force under this Agreement as of December 31st of the preceding year and will also indicate the valuation method used. These reserves shall be certified by the Company’s valuation actuary.

YRT Deficiency Reserves: If deficiency reserves are required to be held by the Company on any reinsured policy, the entire amount of any such reserve will be established and held by the Company.

41

EXHIBIT F

DAC TAX ELECTION

Method of Exchanging Information

The Reinsurer and the Company agree to the DAC Tax Election and accordingly will exchange information in the following manner:

1. The Company will submit a Schedule to the Reinsurer by May 1st, of each year, of its calculation of the net consideration (as referred to in Article XII) for the preceding calendar year.

2. The Reinsurer, in turn, will complete the Schedule by indicating acceptance of the Company’s calculations of the net consideration or by noting any discrepancies. The Reinsurer will return the completed Schedule to the Company by June 1st, of each year.

3. If there are any discrepancies between the Company’s and the Reinsurer’s calculation of the net consideration, the parties will act in good faith to resolve the discrepancies by July 1st, of each year.

42

EXHIBIT G

LEAD REINSURER

Responsibility of Lead Reinsurer

The Lead Reinsurer for underwriting purposes is Transamerica Occidental Life Insurance Company.

The Lead Reinsurer may be contacted verbally or in writing by the Company on a case that otherwise falls within the automatic binding parameters when a second opinion of a medical, non-medical or financial nature is desired. The Company shall recommend a rating or course of action, and request that the Lead Reinsurer concur with that recommendation, thereby binding all pool members.

In addition to making a decision to bind all pool members to a particular risk, the Lead Reinsurer may alternatively agree to accept their pool share only, or recommend that the case be submitted facultatively to all pool members.

Cases outside of the pool automatic binding limits will be handled on a traditional facultative basis as set forth in this Agreement.

APPLICABLE AUTOBIND LIMITS:

Maximum age - 80

Maximum face amount: Domestic cases $25,000,000

Foreign Residence/Travel cases to A - Countries only $5,000,000

APPLICABLE JUMBO LIMITS:

Domestic cases $50,000,000; Foreign Residence/Travel cases to A countries only $10,000,000

43

INTERNAL PREFERRED GUIDELINES

Ages 18-70

1. Cancer eligible for preferred if standard immediately following excision or if standard for past 10 years (including breast cancer in-situ)
Cancer excluded from preferred:
	Breast, melanoma, leukemia, Hodgkin’s, non-Hodgkin’s lymphoma, systemic chemotherapy, (not adjunct chemotherapy), radiotherapy to chest/abdomen, nodal or other metastatic disease
2. Ages 60-70: Allow preferred in TYPE 2 DIABETIC if:
A	No CAD, kidney disease or renal failure
B	Normal BCP (Blood sugar results must be within excellent control range)
C	Normal urinalysis
D	Meets all other preferred criteria
E	Not taking insulin

Flexibility Points: Only one criteria outside of guideline
If total equal 5 with no O’S, then preferred If 0 in any category refer to Underwriting Consultant
	Flex Points	Ages 18-50	Ages 51-70
Cholesterol (Treated/Untreated)	2 Points	<221	<235
	1 Points	221 -250	236-270
Chol/HDL Ratio (Treated/Untreated)	2 Points	<4.0	<5. 0
	1 Points	4.1 - 5.0	5.1 - 5.5
Blood Pressure (Treated/Untreated)	2 Points	<130/85	<135/85
	1 Points	<135/85	<140/90
TST>9min., > 10 mets & negative		Ages
TST within the past 12 months- add flex points to meet 5 points criteria	2 Points	60-70
	1 Points	51-59
TST>6-9min., >6-9 mets & negative		Ages
TST within the past 12 months- addflex points to meet 5 points criteria	1 Points	60-70
Guidelines for Build Flexibility Points:
1.      Build Flexibility, 1 point if within published guideline 2.      For age 51 and older, we will offer preferred if the Proposed Insured has 5 or more flex points based on cholesterol, chol/HDL and blood pressure and his/her weight does not exceed 125% as shown on the build table in MUM. (Not available with hypertension, hyperlipiderma, or elevated blood sugar)

Effective January 3^rd, 2005

INTERNAL PREFERRED GUIDELINES

Ages 71+ Only

Flex Guidelines
1. Cancer eligible for preferred if standard immediately following excision or if standard for past 10 years (including breast cancer in-situ)
Cancer excluded from preferred:
	Breast, melanoma, leukemia, Hodgkin’s, non-Hodgkin’s lymphoma, systemic chemotherapy, (not adjunct chemotherapy), radiotherapy to chest/abdomen, nodal or other metastatic disease
2. Allowed preferred in Type 2 DIABETIC if:
A	No CAD, no kidney disease or renal failure
B	Normal BCP (Blood sugar results must be within excellent control range)
C	Normal urinalysis
D	Meets all other preferred criteria
E	Not taking insulin
	3. History of TIA or TGA
	Allow preferred after 1 year if history equivocal and the Proposed Insured meets all preferred criteria. History must be investigated.
	4. Family History If the Proposed Insured has a family history of longevity-any combination of 2 parents or siblings living past the age of 80, we will: 1.      lgnore cholesterol >300 mg/dl and HDL <35 mg/dl; or, 2.      Accept blood pressure of 150/90
	5. TST If within the past 24 months, the Proposed Insured had a negative Bruce Protocol TST >6 min, and/or 6 mets or a negative perfusion study we will: A.     Ignore cholesterol >300 mg/dl and HDL <35 mg/dl or; B.     Accept blood pressure of 150/90 OR C.     If the Proposed Insured has seen a doctor within the past 12 months and from the APS, Medical exam, telephone interview or inspection, we can determine that she/he works outside the home or gets regular exercise, will accept blood pressure of 150/90

Effective January 3^rd, 2005

Effective April 8, 2005
New Routine Medical Underwriting Requirements
•  Requirements are based on age as of nearest birthday
•  For each Proposed Insured on a Survivorship case, routine underwriting requirements are based on half the amount applied for unless one life is uninsurable

AGE	0-15	16-40	41-50	51-55	56-65	66-70	71-74	75-79	80-90
up to 500,000	Health Questionnaire	Para1, BCP, Micro	Para1, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
500,001 – 1,000,000	Health Questionnaire	Para, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
1,000,001 – 3,000,000	Exam, BCP, Micro	Para, BCP Micro	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
3,000,001 – 5,000,000	Exam, BCP, Micro	Para, BCP Micro	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
5,000,001 – 10,000,000	Exam, BCP, Micro	Exam, BCP Micro	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG (Non-Smoker), TST (Smoker)	Exam, BCP, Micro, EKG (Non-Smoker), TST (Smoker)	Exam, BCP, Micro, EKG (Non-Smoker), TST (Smoker)	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
10,000,001 + Up	Exam, BCP, Micro	Exam, BCP, Micro	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, TST	Exam, BCP, Micro, TST	Exam, BCP, Micro, TST	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG

LEGEND	BCP	Blood Chemistry Profile
	EKG	Electrocardiogram
	Exam	MD Examination
	Micro	Urinalysis
	TST	Treadmill Stress Test

¹ Health questionnaire and Physical Measurements may be substituted for a Paramedical.

² We will accept another company’s exam as a part of our routine medical requirements. However, for clients ages 80 and older, we will also require EITHER a completed John Hancock Medical Exam (April 2005 version) OR the other company’s exam plus Nation’s CareLink’s Cognitive and Mobility Assessment (which must be completed by Nation’s CareLink).

IMPORTANT NOTES

Requirements are based on the amount applied for and placed with John Hancock within the last 12 months. If an individual and suvivorship policy are applied for, requirements are based on the amount applied for under the individual policy plus half the amount applied for under the suvivorship policy.

If one life is uninsurable on a survivorship case, evidence for the insurable life is based on the full amount applied for under the survivorship case and only a Health Questionnaire is required on the uninsurable life.

Additional underwriting requirements such as chest xrays, treadmills, PFTs or cognitive assessment may be required by the underwriter due to the Proposed insured’s medical history, or circumstances of a case or facultative reinsurance.

Requirements do not apply to COLI or LTC. For more information on COLI, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter. Requirements for stand alone LTC coverage are according to the LTC routine underwriting requirements.

Page 1 of 3. Not valid without all pages.

Routine Medical Underwriting Requirements

We want to make it easier for you and your client. With this in mind, we are offering you several ways to complete the routine medical underwriting requirements.

1. John Hancock will accept a John Hancock Medical Exam (April 2005 version) completed by the proposed insured’s attending physician.

The John Hancock Medical Exam form (April 2005 version) can be obtained from the Online New Business Forms section of www.jhsalesnet.com.

2. Order the John Hancock Medical Exam (April 2005 version) and all routine medical requirements:

APPS	Order requirements via 1-800-727-2999 or www.appsnet.com
EMSI	Order requirements via 1-800-872-3674
ExamOne	Order requirements via 1-877-933-9261 or online at www.examone.com
Portamedic	Order requirements via 1-800-765-1010
Superior Mobile Medics	Order requirements via 1-800-898-3926

3. We will accept another company’s exam form as part of our routine medical requirements. However, for clients ages 80 and older, we will also require EITHER a completed John Hancock Medical Exam (April 2005 version) OR the other company’s exam plus Nation’s Carelinks Cognitive and Mobility Assessment (which must be completed by Nation’s CareLink). Order a Nation’s CareLink Cognitive & Mobility Assessment via 1-800-201-8897, or Online at www.ncl-link.com, Username: USLife, Password: Life2f

For more information, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter.

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		Survivorship Non-Medical Requirements
		To Age 65
$1,000,001 - $2,500,000	BBR if applicable	$2,500,000 - $5,000,000	BBR if applicable
$2,500,001 -$7,500,000	telephone interview, BBR if applicable	$5,000,001 - $7,500,000	telephone interview, BBR if applicable
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$7,500,001 - $10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
		$10,000,001 and up	inspection report plus spouse inspection report, BBR if applicable, third party verification of income and net worth1
MVR is required at all amounts for Proposed Insureds age 16 and older
Age 66 - 79
		MVR is required at all amounts for Proposed Insureds age 16 and older
$1,000,001 - $5,000,000	telephone interview, BBR if applicable
$5,000,000 - $7,500,000	telephone interview, BBR if applicable, third party verification of income and net worth1	Age 66 - 79
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$1,000,001 - $2,000,000 $2,000,001 - $5,000,000	BBR if applicable telephone interview, BBR if applicable
If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required		$5,000,001 - 10,000,000 $10,000,001 and up	telephone interview, BBR if applicable, third party verification of income and net worth1 inspection report plus spouse inspection report, BBR if applicable, third party verification of income and net worth1
MVR is required at all amounts
Age 80 - 90		If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required
$1,000,001 - $2,500,000	telephone interview, BBR if applicable
$2,500,001 - $7,500,000	telephone interview, BBR if applicable, third party verification of income and net worth1	MVR is required at all amounts
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	Age 80 - 90
		$2,000,001 - $2,500,000	telephone interview, BBR if applicable
If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required		$2,500,001 - $10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
MVR is required at all amounts		$10,000,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1
LEGEND MVR Motor Vehicle Record BBR Business Beneficiary Report		If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required MVR is required at all amounts
IMPORTANT NOTE
John Hancock has distributed its own telephone interview script to vendors -Reliable, EMSI, SBSI, Hooper Holmes/Porta medic. Please request it when ordering a telephone interview on a John Hancock application.		For financial professional use only. Not for use with the public.

1 Third party verification of income (earned and unearned and net worth must be provided by someone who is Independent of the sale such as a CPA, personal attorney or personal banker. We will accept verification of finances either through an inspection report of a letter from the third party.
Insurance products issued by John Hancock Life Insurance Company (U.S. A.). John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116 ©2005. John Hancock Life Insurance Company (U.S.A.). All rights reserved. MLI0408055245

Page 3 of 3. Not valid without all pages.

Effective January 1, 2005 New Preferred and Super Preferred Underwriting Criteria Ages 18 – 70*

Preferred Criteria		Super Preferred Criteria
Blood Pressure (Treated and Untreated)		Blood Pressure (Treated and Untreated)
Up to 140/85	Age 18-50	Up to 135/85	Age 18-50
Up to 145/90	Age 51-70	Up to 140/90	Age 51-70
Build		Build
See Preferred Build Chart for ages 18-70		See Super Preferred Build Chart for ages 18-70
Cholesterol (Treated and Untreated)		Cholesterol (Treated and Untreated)
Up to 250 mg/dl	Age 18-50	Up to 230 mg/dl	Age 18-50
Up to 270 mg/dl	Age 51-70	Up to 250 mg/dl	Age 51-70
*      Total cholesterol up to 300 is OK for Preferred if CHL/HDL ratio is 1 less than the published limit		*      Total cholesterol up to 300 is OK for Super Preferred if CHL/HDL ratio is 1 less than the published limit
Chol/HDL ratio (Treated and Untreated)		Chol/HDL ratio (Treated and Untreated)
Up to 5	Age 18-50	Up to 4.5	Age 18-50
Up to 5.5	Age 51-70	Up to 5	Age 51-70
*      Total Cholesterol up to 300 is OK for Preferred if CHL/HDL ratio is 1 less than the published limit		*      Total Cholesterol up to 300 is OK for Super Preferred if CHL/HDL ratio is 1 less than the published limit
Personal History		Personal History
No history of Cancer,* Coronary Artery Disease, Cerebrovascular Disease or Diabetes*		No history of Cancer, Coronary Artery Disease, Cerebrovascular Disease or Diabetes
No current rateable impairment
*      Some cases may qualify for Preferred
Family History		Family History
No more than one death of a parent or sibling prior to age 60 from Coronary Artery Disease or Cancer		No death of a parent or sibling prior to age 60 from Coronary Artery Disease or Cancer
Alcohol/Drug		Alcohol/Drug
No history of alcohol/drug abuse or treatment within the past 10 years		No history of alcohol/drug abuse or treatment within the past 10 years
DWI/Reckless		DWI/Reckless
No driving while intoxicated or reckless driving conviction within the last 5 years and no more than one conviction ever		No driving while intoxicated or reckless driving conviction within the last 10 years and no more than one conviction ever
MVR		MVR
Maximum of 2 moving violations within the last 2 years		Maximum of 1 moving violation within the last 2 years
Aviation		Aviation
Only available to private pilots with more than 300 hours of experience who fly 25-200 hours yearly and have IFR or pilots and crew on regularly scheduled airline flights		No participation within the past 12 months
Preferred with a flat extra or aviation exclusion may be available
Hazardous Sports		Hazardous Sports
No participation in a rateable sport.		No participation within the past 12 months
Preferred with a flat extra may be available

PREFERRED BUILD CHART AGES 18 – 70

HEIGHT	4'8"	4'9"	4'10"	4'11"	5'0"	5'1"	5'2"	5'3"	5'4'	5'5"	5'6"	5'7"	5'8"	5'9"	5'10"	5'11"	6'0"	6'1"	6'2"	6'3"	6'4"	6'5"	6'6"
WEIGHT	142	147	152	158	164	170	176	182	186	192	197	203	208	214	219	225	231	237	243	249	255	261	268

SUPER PREFERRED BUILD CHART AGES 18 – 70

HEIGHT	5'0"	5'1"	5'2"	5'3"	5'4"	5'5"	5'6"	5'7"	5'8"	5'9"	5'10"	5'11"	6'0"	6'1"	6'2"	6'3"	6'4"	6'5"	6'6"	6'7"
WEIGHT	145	149	153	157	162	166	170	176	182	187	193	199	205	210	216	220	223	227	231	235

* Refer to the specific product technical guide to determine the availability of Preferred and/or Super Preferred and for the ages where Preferred and Super Preferred rates are available.

For financial professional use only. Not for use with the public. Page 1 of 2. Not valid without all pages.

Effective January 1, 2005 New Preferred and Super Preferred Underwriting Criteria Ages 71 and older*

Preferred Criteria	Super Preferred Criteria
Blood Pressure (Treated and Untreated)	Blood Pressure (Treated and Untreated)
Up to 145/90	Up to 140/90
	Pulse pressure should be less than or equal to 65
Build	Build
See Preferred Build Chart for Ages 71 and older	See Super Preferred Build Chart for Ages 71 and older Demonstrated stable weight for at least the past 3 years
Cholesterol (Treated and Untreated)	Cholesterol (Treated and Untreated)
Over 159 mg/dl, but less than 300 mg/dl	Over 175 mg/dl but less than 280 mg/dl
HDL Cholesterol	HDL Cholesterol (Treated and Untreated)
Must exceed 35 mg/dl	Must exceed 40 mg/dl
Serum Albumin	Serum Albumin
Must exceed 3.6g/dl	Must be equal to or greater than 4.0 g/dl
	Creatinine
	Must be within normal limits
Functional	Functional
Must have the ability to independently perform all the activities of daily living	Must have the ability to independently perform all the activities of daily living
Cognitive	Cognitive
No evidence of cognitive impairment	No evidence of cognitive impairment
Personal History	Personal History
No history of Cancer,* Coronary Artery Disease, Cerebrovascular Disease or Diabetes.* No current rateable impairment.	No history of Cancer, Cardiovascular disease, Cerebrovascular disease or Diabetes. No current impairment.
*   Some cases may qualify for Preferred
Alcohol/Drug	Alcohol/Drug
No history of alcohol/drug abuse or treatment within the past 10 years	No history of alcohol/drug abuse or treatment within the past 10 years
DWI/Reckless	DWI/Reckless
No driving while intoxicated or reckless driving conviction within the last 5 years and no more than one conviction ever.	No driving while intoxicated or reckless driving conviction within the last 10 years and no more than one conviction ever
MVR	MVR
Maximum of 1 moving violation within the last 2 years.	No moving violations within the past 2 years
Aviation	Aviation
No participation in the last 12 months	No participation within the past 12 months
Hazardous Sports	Hazardous Sports
No participation in the last 12 months	No participation within the past 12 months

PREFERRED BUILD CHART AGES 71 AND OLDER
HEIGHT	4'8"	4'9"	4'10"	4'11"	5'0"	5'1"	5'2"	5'3"	5'4"	5'5"	5'6"	5'7"	5'8"	5'9"	5'10"	5'11"	6'0"	6'1"	6'2"	6'3"	6'4"	6'5"	6'6"
WEIGHT (Max.)	142	147	152	158	164	170	176	182	186	192	197	203	208	214	219	225	231	237	243	249	255	261	268
WEIGHT (Min.)	97	99	102	104	106	109	111	114	118	121	124	127	130	134	138	141	145	148	152	156	161	165	170
SUPER PREFERRED BUILD CHART AGES 71 AND OLDER
HEIGHT	4'8"	4'9"	4'10"	4'11"	5'0"	5'1"	5'2"	5'3"	5'4"	5'5"	5'6"	5'7"	5'8"	5'9"	5'10"	5'11"	6'0"	6'1"	6'2"	6'3"	6'4"	6'5"	6'6"
WEIGHT (Max.)	132	137	142	148	154	160	166	172	176	182	187	193	198	204	209	215	221	227	233	239	245	251	258
WEIGHT (Min.)	97	99	102	104	106	109	111	114	118	121	124	127	130	134	138	141	145	148	152	156	161	165	170

* Refer to the specific product technical guide to determine the availability of Preferred and/or Super Preferred and for the ages where Preferred and Super Preferred rates are available.

For financial professional use only. Not for use with the public.   Insurance products issued by John Hancock Life Insurance Company (U.S.A.). John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116

©2005. John Hancock Life Insurance Company (U.S.A.). All rights reserved. MLI1221044547 Page 2 of 2. Not valid without all pages.

AMENDMENT NO. 1

TO REINSURANCE AGREEMENT No. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement number MH19C03, effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS effective December 13, 2005 (the “Effective Date”) the Reinsurer has agreed to extend coverage under this Agreement to policies of insureds classified by the Company as Foreign Travel and Foreign Nationals to include the B countries, listed below;

“B” Countries:

Anguilla	Antigua & Barbuda	Canary Islands (Spain)
Czech Republic	Cyprus (Southern)	Dominican Republic
Grenada	Guadeloupe	Hungary
Japan	Macau	Martinique
Netherlands Antilles	Poland	South Korea
St. Kitts & Nevis	St. Lucia	St. Vincent & the Grenadines
Trinidad & Tobago	Turks and Caicos Islands

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit B, section 3, Residency Requirements in the Agreement, shall be replaced in full by the revised Exhibit B, section 3, attached.

2. The revised Page 2 of Exhibit D, attached, shall replace Page 2 of Exhibit D in the Agreement in full.

3. The revised Exhibit G, Lead Reinsurer attached, shall replace Exhibit G in the Agreement, in full.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories as of the date first written above.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Naveed Irshad
	Jonathan Porter		Naveed Irshad
Title:	VP and CFO, US Insurance	Title:	VP Product Management
Date:	Feb 3, 2006	Date:	Feb 08 2006

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

			ATTEST:
By:	/s/ James M. Filmore	By:	/s/ Unknown
	James M. Filmore
Title:	AVP & Actuary	Title:	Second V.P. & Actuary
Date:	3/24/2006	Date:	3/27/2006

RESIDENCY REQUIREMENTS (revised as of December 13, 2005): The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A and B Lists” outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A and/ or B lists” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A and B List” shall be covered under this Agreement.

EXHIBIT D

Page 2

(Revised as of December 13, 2005)

Notes:

• The Automatic Limit for Entertainment and Professional Athletes $20,000,000, for Issue Ages 0-80

• Automatic Limits on Aviation risks are reduced proportionately according to the Company’s normal retention reduction

• If the Company’s retention is reduced for discretionary reasons notification shall be sent to the Reinsurer and the Reinsurer may proportionately reduce the automatic binding limit.

• Foreign Travel Details (for countries listed below):

The following applies to US citizens or permanent residents living abroad for up to a maximum of 5 years. This includes residents of Guam, Puerto Rico and US Virgin Islands. They must be permanent US residents prior to the travel and be returning to permanent resident status within 5 years.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

• Foreign Nationals Details:

The following applies to residents of foreign countries listed below.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

“A” List Countries

An asterisk indicates that preferred rates are available. All other cases are to be issued standard, not preferred.

Andorra*, Argentina, Australia*, Austria*, Bahamas*, Barbados*, Belgium*, Bermuda*, British Virgin Islands*, Canada*, Cayman Islands*, Chile, Costa Rica, Denmark*, Finland*, France*, Germany*, Greece*, Hong Kong*, Iceland*, Ireland*, Italy*, Liechtenstein*, Luxembourg*, Malta*, Mexico*, Monaco*, Netherlands*, New Zealand*, Norway*, Panama, Portugal*, San Marino*, Singapore*, Spain*, Sweden*, Switzerland*, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland)*

“B” List Countries

Anguilla, Antigua & Barbuda, Canary Islands (Spain), Czech Republic, Cyprus (Southern), Dominican Republic, Grenada, Guadeloupe, Hungary, Japan, Macau, Martinique, Netherlands Antilles, Poland, South Korea, St. Kitts & Nevis, St. Lucia, St. Vincent & the Grenadines, Trinidad & Tobago, Turks and Caicos Islands.

EXHIBIT G

(Revised as of December 13, 2005)

LEAD REINSURER

Responsibility of Lead Reinsurer

The Lead Reinsurer for underwriting purposes is Transamerica Occidental Life Insurance Company.

The Lead Reinsurer may be contacted verbally or in writing by the Company on a case that otherwise falls within the automatic binding parameters when a second opinion of a medical, non-medical or financial nature is desired. The Company shall recommend a rating or course of action, and request that the Lead Reinsurer concur with that recommendation, thereby binding all pool members.

In addition to making a decision to bind all pool members, the Lead Reinsurer may alternatively agree to accept their pool share only, recommend an alternate decision that would be acceptable to the pool, or recommend that the case be submitted facultatively to all pool members.

Cases outside of the pool automatic binding limits will be handled on a traditional facultative basis as set forth in this Agreement.

APPLICABLE AUTOBIND LIMITS:

Maximum age - 80

Maximum face amount: Domestic cases $25,000,000

Foreign Residence/Travel cases to A and B Countries only $5,000,000

APPLICABLE JUMBO LIMITS:

Domestic cases - $65,000,000; Foreign Residence/Travel cases to A and B countries only - $20,000,000

AMENDMENT NO. 2

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No MH19C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of January 20, 2006 (the “Effective Date”), it is agreed that the following Plans and Benefits will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
AUL06	Accumulation Universal Life 2006
AVL6	Accumulation Variable Universal Life 2006
ULG06	Protection Universal Life 2006
Acronym	Rider/ Benefit Name
SFA	Supplemental Face Amount

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plans and benefit set forth in the tables above. The amended Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

ALSO as of January 1, 2005, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit B has been amended to include the Return of Premium Rider (ROP) section previously outlined in Exhibit B-I and B-II. The Increasing Plans/Riders section also previously outlined in Exhibit B-I and B-II has been revised and moved to Exhibit B. The amended Exhibit B attached hereto will replace the current Exhibit B in the Agreement.

2. Exhibit B-I has been amended by deleting the sections on Return of Premium Rider (ROP) and Increasing Plan/Riders. The amended Exhibit B-I attached hereto will replace the current Exhibit B-I in the Agreement.

3. Exhibit B-II has been amended by deleting the sections on Return of Premium Rider (ROP) and Increasing Plans/Riders. The amended Exhibit B-II attached hereto will replace the current Exhibit B-II in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills, Michigan
By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Titlc:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Oct 20, 2006	Date:	Nov 10/06

Signed for and on behalf of MUNICH AMERICAN REASSURANCE COMPANY of Atlanta, Georgia
By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	Second VP & Actuary
Date:	11/3/2006	Date:	11/3/2006

EXHIBIT A-I

Page 1

(Revised as of January 20, 2006)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		Bl	January 20, 2006

EXHIBIT A-I

Page 2

(revised as of January 20, 2006)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STREM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

EXHIBIT B

Page 1

(Revised as of January 1,2005)

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A and B Lists” outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A and/ or B lists” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A and B List” shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 20% (twenty percent) first-dollar quota share of the policy, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 25% (twenty-five percent) first-dollar quota share of the policy would be reinsured with the Reinsurer equal up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

Any application may be offered for Facultative Reinsurance Coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

EXHIBIT B

Page 2

(Revised as of January 1,2005)

11. RATE GUARANTEE:

The YRT reinsurance rates set out in this sub-section are fixed for the 12-month period following the issue date of any policy reinsured under this agreement. Thereafter the Reinsurer, in its sole discretion, may increase the premiums, provided:

a. Reinsurance rates may not exceed the U.S. statutory net valuation premium applicable to the Reinsured Politics, calculated using the appropriate guaranteed mortality table and interest assumption

b. Any increase will only be implemented pursuant to a [*] as those provided in the policies reinsured herein.

12. MINIMUM FINAL CESSION: Zero

13. RATES APPLICARLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy.

15. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

Recapture will be in the form of a decrease in the quota share percentage ceded to the pool, which will apply to all in force business under this Agreement.

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and /or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 3 1, 2005 will be reinsured under this Agreement.

EXHIBIT B

Page 3

(Revised as of January 1,2005)

19. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which, also include No Lapse Guarantee protection the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

20. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

If the amount of reinsurance is increased as a result of a noncontractual change, the increase will be underwritten by the Company in accordance with its customary standards and procedures and will be considered new reinsurance under this Agreement. The Reinsurer’s approval is required if the original policy was reinsured on a facultative basis or if the new amount will cause the reinsured amount on the life to exceed the Automatic Binding Limits or the Jumbo Limits show in Exhibit D.

a.    Manulife Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and such increases will only be ceded to this pool if the pool remains open to other new business.

b.    John Hancock Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

c.    John Hancock Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.) the increase(s) arc scheduled and known at issue; or

ii.) the ultimate death benefit has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not specified in this Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

EXHIBIT B-I

Page 1

(Revised as of January 1, 2005)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

EXHIBIT B-I

Page 2

(Revised as of January 1, 2005)

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(l-YRTrate_unrated/1000)^{multiple rating} , 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSlON FEATURE:

At attained age 100, all reinsurance premiums cease.

EXHIBIT B-II

Page 1

(Revised as of January 1, 2005)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

2. (i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

For Policies with five Underwriting Classes
Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%
For Policies with four Underwriting Classes:
Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

EXHIBIT B-II

Page 2

(Revised as of January 1, 2005)

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(l-YRTrate_unrated/1000)^{multiple rating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

* the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

EXHIBIT B-II

Page 3

(Revised as of January 1, 2005)

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

AMENDMENT No. 3

TO REINSURANCE AGREEMENT NO. MH19CO3

BETWEEN

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

It is hereby agreed that the Reinsurance Agreement MH19C03 effective January 1, 2005 (hereinafter referred to as the “Agreement”) made between the Company and the Reinsurer together with any Amendments, which have subsequently been incorporated, as part of this Agreement shall be amended as follows:

Effective August 1, 2006 the Reinsurer has agreed to accept for coverage under this Agreement, cases referred to by the Company as the Wellington Executives. Attachment A to Amendment No 3 (attached) specifies the underwriting requirements pertaining to the Wellington Executives.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories on the dates below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Feb. 20, 2007	Date:	Feb. 27, 2007

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	Second VP & Actuary
Date:	March 20, 2007	Date:	March 20, 2007

Attachment A to Amendment 3

Reinsurance Agreement MH19CO3, effective January 1, 2005

Wellington Executives:

Wellington Executives is comprised of partners of the investment company, Wellington Management Company, LLP.

• Product(s): All Permanent Products

• Policies: Personally owned

• Underwriting Requirements:

– Maximum Policy face amount of $1,000,000

– Formal application. Note: application may not be older than 6 months

– Attending Physician’s Statement with an Executive physical containing a blood profile, and EKG if required for age and amount, all completed within twelve (12) months prior to the date of the application

– John Hancock health questionnaire

– Oral fluids (HIV, Cotinine and cocaine)

– MVR (Motor Vehicle Report)

– MIB (Medical Information Bureau) will be obtained

• Reporting Requirements:

– The Company will assign a unique treaty code to all policies ceded under this Agreement that are underwritten under this Wellington Executives underwriting program. The Company on its monthly electronic billing file will report this treaty code.

AMENDMENT NO. 4

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No MH19C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, it is agreed that the following Plans outline in the table below will be reinsured under the terms and conditions of the Agreement as of their respective launch dates.

Acronym	Plan Name	Launch Date
SULG6	Protection Survivorship UL G 2006	May 1, 2006
PUL06	Performance Universal Life 2006	July 31, 2006
PSUL6	Performance Survivorship Universal Life 2006	September 25, 2006

THEREFORE effective as of May 1, 2006, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above.

The revised Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Dec. 20, 2006	Date:	Jan. 3, 2007

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	Second VP & Actuary
Date:	Dec. 1, 2006	Date:	Dec. 1, 2006

EXHIBIT A-I

Page 1

(Revised as of May 1, 2006)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006

EXHIBIT A-I

Page 2

(revised as of May 1, 2006)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STREM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

AMENDMENT NO. 5

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No MH19C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 1, 2007 (the Effective Date) the Company and the Reinsurer have agreed that for single life policies with issue ages 71 and above, the Company will retain the first $5,000,000 of the face amount and cede the remainder to the pool on a quota share basis;

THEREFORE as of the Effective Date, the Agreement shall be amended as follows:

1. Exhibit A-III, Pool Reinsurers, has been revised to show each reinsurer’s automatic share of the ceded portion of any policy reinsured under the Agreement. The revised Exhibit A-III attached will replace the current Exhibit A-III in the Agreement; and

2. Exhibit B, Section 5, Reinsurance Coverage has been revised to outline how reinsurance coverage will vary by plan type and issue age of the insured. The revised Exhibit B attached will replace the current Exhibit B in the Agreement; and

3. Language pertaining to the Company’s retention percentage has been deleted for Exhibit C and relocated to Exhibit B, Section 5. The revised Exhibit C attached will replace the current Exhibit C in the Agreement; and

4. Exhibit D has been revised as follows:

a. Language pertaining to the total percentage ceded to the pool has been deleted because it is not applicable to all reinsurance coverage under the Agreement; and

b. Language pertaining to the Reinsurer’s quota share percentage has been deleted and relocated to Exhibit B, Section 5.

The revised first page of Exhibit D is attached and will replace the current first page of Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Jan. 2, 2007	Date:	Jan. 4, 2007

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	Second VP & Actuary
Date:	Dec. 19, 2006	Date:	Dec. 19, 2006

EXHIBIT A-III

(Revised as of January 1, 2007)

POOL PARTICIPANTS

@January 1, 2005

REINSURER	AUTOMATIC SHARES OF CEDED PORTION
Transamerica Occidental Life Insurance Company	37.5%
Munich American Reassurance Company	25%
Generali USA Life Reassurance Company	25%
Optimum Reassurance Inc.	12.5%

EXHIBIT B

Page 1

(Revised as of January 1, 2007)

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S.resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A and B Lists” outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A and/ or B lists” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A and B List” shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE: Reinsurance coverage will vary by type of plan and issue age of the insured as follows:

i. Survivorship Plan – All Issue Age Combinations; Single Life Plans – Issue Ages 70 and below

For policies, which qualify for Automatic Reinsurance Coverage, the Company will retain 20% (twenty percent) of the policy, and will reinsure 20% (twenty percent) of the policy, on a first dollar quota share basis, with the Reinsurer, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D. However, the Company’s retained percentage may be reduced to a minimum of 0% (zero percent), so that the Company does not exceed its Corporate Retention Limit, as specified in Exhibit C, for the life insured, and correspondingly, the Reinsurer ceded percentage may be increased to a maximum of 25% (twenty- five percent), up to the Reinsurer’s Automatic Acceptance Limits.

ii. Single Life Plans – Issue Ages 71 and above

For policies which qualify for Automatic Reinsurance Coverage, the Company will retain the first $5 million of Face amount, subject to its Corporate Retention Limit specified in Exhibit C, and will reinsure the excess portion of the policy (if any) to the pool. The Reinsurer’s share of the pool is 25% up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

As such, the Company’s retained percentage will be determined as the ratio of (a) an excess threshold of $5 million over (b) the Face Amount of the policy at issue. However, the excess threshold may be reduced to a minimum of $0, so that the Company does not exceed its Corporate Retention Limit. The Company’s retained percentage will be determined at issue, and remained unchanged over the life of the policy, and will not exceed 100%.

For policies with increasing death benefits, the same methodology will be applied to determine the Company’s retained percentage, except that the calculation will be based on Ultimate Death Benefit rather than Face Amount at issue.

iii. Any application may be offered for facultative coverage.

EXHIBIT B

Page 2

(Revised as of January 1, 2007)

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

11. RATE GUARANTEE:

The YRT reinsurance rates set out in this sub-section are fixed for the 12-month period following the issue date of any policy reinsured under this agreement. Thereafter the Reinsurer, in its sole discretion, may increase the premiums, provided:

a. Reinsurance rates may not exceed the U.S. statutory net valuation premium applicable to the Reinsured Policies, calculated using the appropriate guaranteed mortality table and interest assumption

b. Any increase will only be implemented pursuant to a [*] as those provided in the policies reinsured herein.

12. MINIMUM FINAL CESSION: Zero

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy.

15. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

Recapture will be in the form of a decrease in the quota share percentage ceded to the pool, which will apply to all in force business under this Agreement.

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider fact amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

EXHIBIT B

Page 3

(Revised as of January 1, 2007)

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

19. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which, also include No Lapse Guarantee protection the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

20. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

If the amount of reinsurance is increased as a result of a non-contractual change, the increase will be underwritten by the Company in accordance with its customary standards and procedures and will be considered new reinsurance under this Agreement. The Reinsurer’s approval is required if the original policy was reinsured on a facultative basis or if the new amount will cause the reinsured amount on the life to exceed the Automatic Binding Limits or the Jumbo Limits show in Exhibit D.

a.    Manulife Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and such increases will only be ceded to this pool if the pool remains open to other new business.

b.    John Hancock Legacy Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

c.    John Hancock Product

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.)	the increase(s) are scheduled and known at issue; or
ii.)	the ultimate death benefit has been capped at issue; and
iii.)	the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

EXHIBIT B

Page 4

(Revised as of January 1, 2007)

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not specified in this Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the internal Revenue Services (IRS) tax rules.

EXHIBIT C

(Revised as of January 1, 2007)

RETENTION LIMITS

Life:

Individual Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl.9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction:
Retention is reduced by 50% for an Aviation risk

Survivorship Corporate Retention Limits:

a. For age 0 – 80 equals the sum of the individual lives’ retention limits, not to exceed $20,000,000 or $25,000,000.

b. If one of the lives is age 81 – 90 or is uninsurable, maximum retention limit (the sum of the individual lives’ retention limits) is $20,000,000.

c. If both lives are age 81 – 90, the maximum retention (the sum of the individual lives’ retention limits) is $10,000,000.

d. If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EXHIBIT D

(Revised as of January 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl.9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl.9 – Tbl. 16
0 – 75	$50,000,000	$50,000,000	$50,000,000	$25,000,000
76 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl.9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 – 80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,00	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl.9 – Tbl. 16
0 – 75	$12,500,000	$12,500,000	$12,500,000	$6,250,000
76 – 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,500	Nil
86 – 90	$625,000	Nil	Nil	Nil

AMENDMENT NO. 6

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No MH19C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of February 1, 2007 (the “Effective Date”), it is agreed that the following plan will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
ULG07	Protection Universal Life 2007

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plan set forth in the table above. The amended Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	March 21, 2007	Date:	March 30, 2007

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ Dana Hunt
			Dana Hunt
Title:	AVP & Actuary	Title:	AVP & Actuary
Date:	July 6, 2007	Date:	July 6, 2007

EXHIBIT A-I

Page 1

(Revised as of February 1, 2007)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007

AMENDMENT NO. 8

TO REINSURANCE AGREEMENT NO. MH19CO3

BETWEEN:

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

of Bloomfield Hills, Michigan)

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No. MH19C03, effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of inception of this Agreement, the Company and the Reinsurer have agreed to correct the clerical error in the listing of the Issue Ages, in the Survivorship Automatic Limits tables outlined in Exhibit D to read 0 – 70 and 71 – 80 instead of 0 – 75 and 76 – 80 respectively; and

AND WHEREAS, as of June 1, 2007 (the Effective Date) the Company and the Reinsurer have also agreed to reduce the Survivorship Automatic Reinsurance Pool Capacity, outlined in Exhibit D of the Agreement as follows:

1. For Issue Ages 0-70, Table 5 to 8, the amount will be reduced from $50,000,000 to $40,000,000; and

2. For Issue Ages 0-70, Table 9 to 16, the amount will be reduced from $25,000,000 to $20,000,000.

THEREFORE the Agreement will be amended as follows:

1. Exhibit D, revised as of January 1, 2007 and attached hereto will replace the Exhibit D outlined in Amendment No. 5 to the Agreement; and

2. Exhibit D, revised as of June 1, 2007 and attached hereto will replace the most current Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	JUNE 19, 2007	Date:	June 28, 2007

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	Second VP & Actuary
Date:	Aug 1, 2007	Date:	Aug 2, 2007

EXHIBIT D

(Revised as of January 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$50,000,000	$25,000,000
71– 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 – 80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,00	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$12,500,000	$12,500,000	$12,500,000	$6,250,000
71– 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,500	Nil
86 – 90	$625,000	Nil	Nil	Nil

EXHIBIT D

(Revised as of June 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – TbI. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$40,000,000	$20,000,000
71–80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86–90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 – 80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,00	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$12,500,000	$12,500,000	$10,000,000	$5,000,000
71 – 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,500	Nil
86 – 90	$625,000	Nil	Nil	Nil

AMENDMENT NO. 9

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No MH19C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of July 16, 2007 (the “Effective Date”), it is agreed that the following plan will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
SVL07	Survivorship Variable UL 2007

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 2 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plan set forth in the table above. The revised Page 2 of Exhibit A-I attached hereto will replace the most current Page 2 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	July 19, 2007	Date:	July 24, 2007

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	Second VP & Actuary
Date:	Nov 1, 2007	Date:	Nov 1, 2007

EXHIBIT A-I

Page 2

(Revised as of July 16, 2007)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manu life Legacy	January 1997		BII	January 1, 2005
STREM	Survivorship Term	Manu life Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manu life Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manu life Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manu life Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manu life Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006
SVL07	Survivorship Variable UL 2007	John Hancock	July 2007		BII	July 16, 2007

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

AMENDMENT NO. 10

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan)

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No. MH19C03, effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the risk of Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of June 1, 2006 (the “Effective Date”), the Company and the Reinsurer have agreed to amend the Agreement to include additional details regarding foreign travel underwriting limitations;

THEREFORE as of the Effective Date, the Company and the Reinsurer amend the Notes section of Exhibit D of the Agreement to include the following:

Foreign Travel Underwriting

The Reinsurer acknowledges that the Company is required to conform to state law requirements governing consideration of past and/or future lawful travel in its underwriting policies and procedures, and the Reinsurer will not decline business ceded to the automatic reinsurance pool under this Agreement that has been underwritten in conformity with these requirements and issued on the basis of its usual underwriting criteria.

As applied to U.S. citizens or permanent residents that have indicated an intention to travel to Israel, the Company’s underwriting policies and procedures permit policies to be issued on the basis of its usual underwriting criteria, provided that the travel period is limited to eight weeks annually or less and is not expected to include travel to the West Bank, Gaza Strip or Golan Heights. These policies and procedures may be conformed as appropriate to meet state law requirements governing consideration of past and/or future lawful travel.

The revised Exhibit D, page 3 attached, shall replace the current Exhibit D, page 3 in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Nov. 26, 2007	Date:	Dec. 4, 2007

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	VP & Actuary
Date:	April 10, 2008	Date:	April 18, 2008

EXHIBIT D

Page 3

(Revised as of June 1, 2006)

• Foreign Travel Underwriting

The Reinsurer acknowledges that the Company is required to conform to state law requirements governing consideration of past and/or future lawful travel in its underwriting policies and procedures, and the Reinsurer will not decline business ceded to the automatic reinsurance pool under this Agreement that has been underwritten in conformity with these requirements and issued on the basis of its usual underwriting criteria.

As applied to U.S. citizens or permanent residents that have indicated an intention to travel to Israel, the Company’s underwriting policies and procedures permit policies to be issued on the basis of its usual underwriting criteria, provided that the travel period is limited to eight weeks annually or less and is not expected to include travel to the West Bank, Gaza Strip or Golan Heights. These policies and procedures may be conformed as appropriate to meet state law requirements governing consideration of past and/or future lawful travel.

Jumbo Limits:

The Jumbo Limit is defined as the total amount in-force and pending formal applications with all companies, without deducting the amounts to be replaced

Issue Age	Super Preferred – Table 16
0-80	$65,000,000
81-90	$50,000,000

Notes:

• The Jumbo Limit for Entertainment and Professional Athletes apply to Issue Ages 0-80 only.

• The Jumbo Limits for Aviation risks are reduced proportionately according to the Company’s normal retention reduction

AMENDMENT NO. 11

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No MH19C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of September 12, 2007 (the “Effective Date”), the Company and the Reinsurer agree that the following plan, which includes the new Standard Plus underwriting classification, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
ULG7R	Protection UL-G Re-priced 2007R

AND WHEREAS, the Reinsurer has introduced new pricing factors applicable to plans under policies having the additional underwriting class, Standard, Plus;

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Page 1 of Exhibit A-I; Plans, Riders and Benefits Reinsured has been revised to include the plan set forth in the table above. The revised Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement; and

2. Exhibit B-I; Single Life, Instructions for Administration – YRT Premium Rates, section 2, has been revised to include new pricing factors for single life policies with plans that have six underwriting classes. The revised Exhibit B-I attached hereto will replace the most current Exhibit B-I in the Agreement; and

3. Exhibit B-II; Survivorship Life, Instructions for Administration – YRT Premium Rates, section 2 (ii) has been revised to include pricing factors for survivorship policies with plans that have six underwriting classes. The revised Exhibit B-II attached hereto will replace the most current Exhibit B-II in the Agreement; and

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Nov. 26, 2007	Date:	Dec. 4, 2007

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	VP & Actuary
Date:	March 6, 2008	Date:	March 6 , 2008

EXHIBIT A-I

Page 1

(Revised as of September 12, 2007)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PULO6	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULGO7	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007

EXHIBIT B-I

(Revised as of September 12, 2007)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Plus Non-smoker / Residual Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage (pricing factor) of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

Effective as of January 1, 2005:
For Polices with five Underwriting Classes:
Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%
For Policies with four Underwriting Classes:
Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%
Effective as of September 12, 2007 (the following table has been added):
For Polices with six Underwriting Classes:
Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Plus Non-Smoker	[*]%	[*]%
Residual Non-Smoker	[*]%	[*]%
Aggregate Non-Smoker**	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

** The Aggregate Standard NS pricing factors are used only when calculating substandard premiums for non-smoker risks.

EXHIBIT B-I

Page 2

(Revised as of September 12, 2007)

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[l-(l-YRTrate_unrated /1000)^{multiple rating} , 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

EXHIBIT B-II

(Revised as of September 12, 2007)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Plus Non-smoker / Residual Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

The life reinsured rates are shown on a per thousand dollar basis and shall be calculated as follows:

2. (i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the Mortality Table by the appropriate percentage as follows:

  Effective as of January 1, 2005:

  For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

  For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

  Effective as of September 12, 2007 (the following table has been added):

  For Polices with six Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Issue Ages < 50	Issue Ages ³ 50
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Plus Non-Smoker	[*]%	[*]%
Residual Non-Smoker	[*]%	[*]%
Aggregate Non-Smoker**	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

** The Aggregate Standard NS pricing factors are used only when calculating substandard premiums for non-smoker risks.

EXHIBIT B-II

Page 2

(Revised as of September 12, 2007)

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(l-YRTrate_unrated/1000)^{multiple rating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

*  the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for ally flat extras.

EXHIBIT B-II

Page 3

(Revised as of September 12, 2007)

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

AMENDMENT NO. 12

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No MH19C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of January 28, 2008 (the “Effective Date”), the Company and the Reinsurer agree that the following plans, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
PUL08	Performance Universal Life 2008
SULG8	Protection Survivorship UL G 2008

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above. The revised Exhibit A-I attached hereto will replace the most current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Feb 20/08	Date:	Feb 25/08

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	VP & Actuary
Date:	March 28, 2008	Date:	March 31, 2008

EXHIBIT A-I

Page 1

(Revised as of January 28, 2008)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007
PUL08	Performance Universal Life 2008	John Hancock	January 2008		BI	January 28, 2008

EXHIBIT A-I

Page 2

(Revised as of January 28, 2008)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STERM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006
SVL07	Survivorship Variable UL 2007	John Hancock	July 2007		BII	July 16, 2007
SULG8	Protection Survivorship UL G 2008	John Hancock	January 2008		BII	January 28, 2008

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Plans Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

AMENDMENT NO. 13

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan)

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No MH19C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 31, 2008 (the Effective Date) the Company’s Retention Limits, outlined in Exhibit C of the Agreement were increased as follows:

1. For Issue Ages 81-85, Standard to Table 4, the amount will be increased from $8,000,000 to $10,000,000; and

2. For Issue Ages 86-90, Standard, the amount will be increased from $5,000,000 to $7,500,000.

THEREFORE as of the Effective Date, Exhibit C, Retention Limits, of the Agreement has been revised as outlined above. The revised Exhibit C, attached hereto will replace the current Exhibit C in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Mar 9/08	Date:	Mar 24/08

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	VP & Actuary
Date:	June 3, 2008	Date:	June 3, 2008

EXHIBIT C

Page 1

(Revised as of January 31, 2008)

RETENTION LIMITS

Effective as of January 1, 2005 to January 30, 2008:

Single Life Corporate Retention Limits:

Issue Age	Super Pref./     Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk.

Survivorship Corporate Retention Limits:

a If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

b If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

c If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

d If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EXHIBIT C

Page 2

(Revised as of January 31, 2008)

Effective as of January 31, 2008:

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$10,000,000	$10,000,000	$2,000,000	Uninsurable
86-90	$7,500,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk.

Survivorship Corporate Retention Limits:

e If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

f If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

g If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

h If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

AMENDMENT NO. 15

TO REINSURANCE AGREEMENT NO. MH19C03

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No MHI9C03 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of July 14, 2008 (the “Effective Date”), the Company and the Reinsurer agree that the following plan, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
ULG08	Protection UL-G Re-priced 2008

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plan set forth in the table above. The revised Page 1 of Exhibit A-I attached hereto will replace the most current Page I of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	July 22/08	Date:	July 24/08

Signed for and on behalf of

MUNICH AMERICAN REASSURANCE COMPANY

of Atlanta, Georgia

By:	/s/ Unknown	By:	/s/ James M. Filmore
			James M. Filmore
Title:	AVP & Actuary	Title:	VP & Actuary
Date:	Aug 18, 2008	Date:	Aug 18, 2008

EXHIBIT A-I

Page 1

(Revised as of July 14, 2008)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		Bl	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007
PUL08	Performance Universal Life 2008	John Hancock	January 2008		BI	January 28, 2008
ULG08	Protection UL-G Re-priced 2008	John Hancock	July 2008		BI	July 14, 2008

EX-99.(26)(G)(4)

THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

THIS REINSURANCE AGREEMENT

is made between

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

Coverage Commence Date: January 1, 2005

This Agreement may be referred to as Agreement No: BM19C01

TABLE OF CONTENTS

ARTICLE I	1
BUSINESS REINSURED	1
Reinsured Policies, Benefits, and Riders under Plans listed in Exhibit A-I	1
Reinsured Policies, Benefits, and Riders under Existing Life Insurance Policies of the Company	1
Currency	1
Underwriting Forms, Evidence and Issue Rules	1
ARTICLE II	2
REQUIREMENTS FOR REINSURANCE COVERAGE	2
Automatic Coverage	2
Facultative Coverage	2
ARTICLE III	3
REINSURANCE CESSIONS	3
Automatic Cessions	3
Facultative Cessions	3
Data Notification	3
ARTICLE IV	4
STATEMENT OF ACCOUNT	4
Premium and Claims Accounting	4
Non-Payment of Premiums	4
Unearned Premium	5
ARTICLE V	6
CHANGES TO BUSINESS REINSURED	6
Conversions	6
Conversions with Increases	6
Policy Changes	6
Plan Changes	6
Increase in Amount and Re-underwriting	7
Reductions	7
Special Changes	7
Lapses	8
Reinstatements	8
ARTICLE VI	9
RETENTION LIMIT CHANGES	9
Recapture	9
ARTICLE VII	11
LIABILITY	11
Automatic Reinsurance	11
Facultative Reinsurance	11
Duration	11
Temporary Insurance Agreement or Interim Receipt	11

ARTICLE VIII	12
CLAIMS	12
Claims Decision	12
Initial Notice of Claim	12
Claim Proofs	12
Ceded Claim Settlements	13
Contested Claims and Rescissions	13
Ceded Benefits Payable	14
Misstatement of Age or Sex	14
Expenses	14
Extra Contractual Damages	15
ARTICLE IX	16
DISPUTE RESOLUTION	16
Oversights	16
Arbitration	16
ARTICLE X	18
FINANCIAL IMPAIRMENT AND INSOLVENCY	18
Financial Impairment the Reinsurer	18
Insolvency	18
ARTICLE XI	21
TAXES & EXPENSES	21
DAC Tax	21
The Reinsurer’s Taxes and Expenses	21
ARTICLE XII	22
Alterations to Agreement	22
Parties to Agreement	22
Assignment	22
Entire Agreement	22
Good Faith	22
Offset	23
Duration of Agreement	23
Severability	23
Benefit	23
Confidentiality	23
Construction	23
Lead Pool Reinsurer	23
EXHIBIT A-I	25
PLANS, RIDERS, AND BENEFITS REINSURED	25
EXHIBIT A-II	27
THE COMPANY’S UNDERWRITING FORMS,	27
EVIDENCE, AND ISSUE RULES	27
TEMPORARY INSURANCE AGREEMENT	27

EXHIBIT A-III	28
POOL PARTICIPANTS	28
EXHIBIT B	29
GENERAL PROVISIONS	29
EXHIBIT B-I	32
SINGLE LIFE	32
INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES	32
EXHIBIT B-II	35
SURVIVORSHIP LIFE	35
INSTRUCTIONS FOR ADMINISTRATION - YRT PREMIUM RATES	35
EXHIBIT C	38
RETENTION LIMITS	38
EXHIBIT D	39
AUTOMATIC LIMITS	39
EXHIBIT E	42
REINSURANCE REPORTS	42
EXHIBIT F	44
DAC TAX ELECTION	44
Method of Exchanging Information	44
EXHIBIT G	45
LEAD REINSURER	45
Responsibility of Lead Reinsurer	45
EXHIBIT H	46
UNDERWRITING REQUIREMENTS FOR AUTOMATIC REINSURANCE	46

ARTICLE I

Business Reinsured

Reinsurance under this Agreement shall be effective as of the date the last signature is affixed to the Agreement (the “Effective Date”) and shall be on an automatic and facultative basis. Policies that meet the respective “Requirements For Reinsurance Coverage” for “Automatic Coverage” and “Facultative Coverage” are the “Reinsured Policies”.

Reinsured Policies, Benefits, and Riders under Plans listed in Exhibit A-I

The Company will cede to the Reinsurer a portion of the Life Insurance Policies, Benefits, and Riders for the plans as listed in Exhibit A-I (the “Underlying Policies”). Underlying Policies that become Reinsured Policies shall be subject to the General Provisions and Premium Rates set out in subsections of Exhibit B, and are also subject to terms and conditions described elsewhere in this Agreement.

Reinsured Policies, Benefits, and Riders under Existing Life Insurance Policies of the Company

The Company will also cede to the Reinsurer a portion of any fully underwritten increase, after the Coverage Commencement Date of this Agreement, in the amount at risk under life insurance policies, benefits and riders issued by the Company under plans of the Company existing at the Coverage Commencement Date of this Agreement and which plans are not listed in Exhibit A-I.

This Agreement is applicable only to reinsurance of policies directly written by the Company. Any policies acquired by the Company through merger of another company, reinsurance, or purchase of another company’s policies are not included under the terms of this Agreement. However, reinsurance of such policies may be arranged by written agreement between the Company and the Reinsurer.

Currency

All cessions under this Agreement shall be affected in the currency specified in Exhibit B. Reinsurance premiums and liabilities shall be expressed and payable in that currency.

Underwriting Forms, Evidence and Issue Rules

The Company shall provide full disclosure of all material facts regarding the policies and benefits covered by this Agreement.

The Company’s Underwriting Forms and Evidence, which are available to the Reinsurer, are listed in Exhibit A-II.

If new material is published, or material changes are made in the information already filed, the Company agrees to promptly provide the Reinsurer with copies of such material.

1

ARTICLE II

Requirements for Reinsurance Coverage

Automatic Coverage

The Company shall cede to the Reinsurer a portion of the life insurance policies, supplementary benefits and riders listed in Exhibit A-I. The Reinsurer shall automatically accept its share of these policies, supplementary benefits and riders as described in the exhibits of this Agreement, provided that:

(a) The Company keeps its full retention in accordance with the limits as set out in Exhibit C, or otherwise holds its full retention on a life under previously issued in-force policies; and

(b) The Company applies its normal underwriting practices which are in use as at the effective date of this Agreement; and

(c) The total amount in-force and pending formal applications with all companies, including the ultimate increasing amounts of the Company’s policies, without deducting the amounts to be replaced does not exceed the Jumbo Limit outlined in Exhibit D; and

(d) The amount to be reinsured under this Agreement in addition to the amount already reinsured, does not exceed the Automatic Acceptance Limits specified in Exhibit D; and

(e) The application is on a life, which has not been submitted on a facultative basis to the Reinsurer or any other reinsurer within the last three years, unless the reason for submitting the case on a facultative basis no longer applies.

(f) The Company has not reinsured, with any non-affiliated reinsurer, the amount it has retained on a life covered under this Agreement, on any basis, without prior notification to the Reinsurer.

Facultative Coverage

If the Company receives an application that meets any of the criteria below, the reinsurance shall be considered on a facultative basis:

(a) The amount reinsured, in addition to the amount already reinsured on that life, exceeds the Automatic Acceptance Limits and the Jumbo Limits, outlined in Exhibit D; or

(b) When the application is on a life for which the Company intends to retain less than its regular quota share, and the company does not hold its full retention on the life under previously issued in-force policies; or

(c) The application is on a life for which, an application had been submitted by the Company on a facultative basis, to the Reinsurer or any other reinsurer within the last 3 years (unless the reason for submitting the case on a facultative basis no longer applies.)

The relevant terms and conditions of this Agreement shall apply to those facultative applications that are accepted by the Reinsurer.

2

ARTICLE III

Reinsurance Cessions

Automatic Cessions

For all automatic cessions the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company agrees to send copies of the application, underwriting papers and other papers for an automatic cession on any life upon the request from the Reinsurer.

Facultative Cessions

The Company may apply for reinsurance by sending to the Reinsurer copies of all pertinent papers, including the original application, medical examination, inspection reports, physician’s statements, urinalyses, and all other information that the Company may have relating to the insurability of the risk.

After consideration of the pertinent papers, the Reinsurer shall promptly inform the Company of its underwriting decision. If the underwriting decision is acceptable to the Company and the Company’s policy is subsequently placed in force in accordance with the Company’s placement rules, the Company shall advise the Reinsurer in the manner described in Exhibit E.

If any application to the Reinsurer is not to be placed with the Reinsurer, the Company shall advise the Reinsurer so that the Reinsurer can complete its records.

For all cessions reinsured hereunder, the Company shall advise the Reinsurer as outlined in Exhibit E.

Data Notification

The Company shall self-administer all business reinsured under this Agreement using the TAI System.

The Company shall provide the Reinsurer with the reports as set out in Exhibit E. The Company, upon request, will provide the Reinsurer with any other information related to the business reinsured under this Agreement and which the Reinsurer requires in order to complete its financial statements.

3

ARTICLE IV

Statement of Account

Premium and Claims Accounting

The premiums to be paid to the Reinsurer by the Company for reinsurance shall be in accordance with the terms set out in Exhibits B, B-I and B-II and are a condition precedent to coverage under the Agreement.

During each accounting period, the Company undertakes to send to the Reinsurer Billing Statements as set out in Exhibit E, showing all first year and renewal premiums for the next accounting period. Also included will be any adjustments made necessary by changes or corrections to reinsurance previously reported.

For all claims paid by the Company within the accounting period, the Company will submit to the Reinsurer a Statement of Reinsured Claims Collected, as referenced in Exhibit E. This is an itemized listing of benefits including the ceded death benefit, plus the Reinsurer’s proportionate share of the interest and expenses paid by the Company, that have been netted off the Reinsurer’s monthly Billing Statement(s).

The balance of account due shall then become payable. If the statement balance so calculated is due to the Reinsurer, the Company shall forward payment in settlement together with the statements. If the balance is due to the Company, the Reinsurer shall forward payment in settlement within thirty (30) days of receipt of the statements.

For balances remaining unpaid longer than thirty (30) days after the Reinsurer’s receipt of request for payment, the Company reserves the right to charge interest on the outstanding balance. The outstanding balance will incur interest calculated from that date using the “3 month” U.S. Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

The Company also reserves the right to net any balances that remain unpaid for more than thirty (30) days after the receipt of request for payment from the next reinsurance billing statement.

Non-Payment of Premiums

The Reinsurer may terminate its liability for any reinsurance for which the reinsurance premiums have not been paid within sixty (60) days after billing, by giving thirty (30) days written notice by registered mail of such action to the Company.

The Reinsurer reserves the right to charge interest on any balances remaining unpaid within sixty (60) days of the due date and/or when premiums for new business are not paid within one hundred and twenty (120) days of the issue date of the policy. Interest incurred will be calculated using the “3-month” US Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

4

ARTICLE IV (cont’d)

The Reinsurer’s right to terminate reinsurance for non-payment of premium shall not prejudice its right to collect premiums for the period the reinsurance was in force.

During the period premiums are outstanding, the Reinsurer may offset the amount of any premiums in arrears against amounts owed to the Company.

The Company shall not force termination under the provisions of this paragraph solely to avoid the recapture requirements or to transfer to another reinsurer the block of business reinsured under this Agreement.

Unearned Premium

The Company shall take credit, without interest, for any unearned premiums, net of commissions or allowances, arising due to reductions, terminations, lapses, cancellations or death claims, in its account.

5

ARTICLE V

Changes to Business Reinsured

Conversions

In the event of the conversion of a policy reinsured under this Agreement the policy arising from the conversion shall be reinsured with the Reinsurer. Premium rates outlined in Exhibit B-I and B-II shall be applied to the converted policy on a point-in-scale basis. A policy insured with the Company may convert to a policy with any of the Company’s affiliate companies.

Conversions with Increases

Automatic Cessions:

If the amount of the policy arising from the conversion is a plan included in Exhibit A or a plan outlined in the Agreement(s) of any of the Company’s affiliate companies, and is increased at the time of the conversion, the Reinsurer’s share shall be increased proportionately, effective on the date of the conversion. The increased amount of the policy shall be subject to full underwriting by the Company, and the total amount reinsured shall not exceed the Automatic Limits as outlined in Exhibit D. Note: The Company’s affiliate companies include, John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York and John Hancock Life Insurance Company”.

Any reference to a converting policy shall pertain to the “STERM” plan, listed in Exhibit A-I or any other plan that provides for contractual conversion that may be reinsured under this Agreement in the future.

Facultative Cession:

Any increase in amount shall be subject to the Reinsurer’s approval.

Premium rates shall be applied to the converted policy on a point-in-scale basis.

Policy Changes

Changes to policies reinsured under this Agreement shall be made in accordance with the provisions set out below.

If the change affects the plan, the amount of reinsurance, premiums, or commissions under the cession, the Company shall inform the Reinsurer in the subsequent Reinsurance Report as set out in Exhibit E.

Plan Changes

Automatic Cessions:

a) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and the Company is not obtaining evidence in accordance with the Company’s full new business underwriting rules, or as agreed otherwise by the Company and the Reinsurer, the reinsurance shall remain in effect with the Reinsurer on the following basis:

(i) the reinsurance rates and the durations shall be based on those applicable to the original cession; and

(ii) the reinsurance amount at risk shall be determined according to the terms of this Agreement but in no event shall be more than the original cession at the time of the change in plan; and

(iii) the suicide and contestability period of the policy will be measured from the issue date of the original cession.

Internal replacements, as described above, may occur between the Company and any of its affiliate companies.

b) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and full underwriting in accordance with the Company’s full new business underwriting rules is required, the policy will be considered new business and will be reinsured under the current pool open to new business, using first year rates based on attained age. The suicide and contestability period of such a policy will be measured from the current issue date, except in jurisdictions that require otherwise.

6

ARTICLE V (cont’d)

Facultative Cessions:

Any changes shall be subject to the Reinsurer’s approval only if the Company is obtaining evidence in accordance with the Company’s new business underwriting rules. The Company and the Reinsurer shall agree to the applicable reinsurance terms.

These practices will apply unless mutually agreed otherwise by the Company and the Reinsurer and described in the Exhibits.

Increase in Amount and Re-underwriting

Automatic Cessions:

Any re-underwriting, (including any change in mortality rating), or non-contractual increase in amount at risk for any cession shall be subject to the Company’s full new business underwriting rules or as agreed otherwise by the Company and the Reinsurer. The amount of the increase shall be subject to the terms set out in Exhibit B.

If the amount of the policy shall increase above the Jumbo Limit (Exhibit D), or if the amount to be reinsured exceeds the Automatic Coverage Limits (Exhibit D), the increase shall be subject to the Reinsurer’s approval.

Facultative Cessions:

Any re-underwriting or non-contractual increase, including any change in mortality rating shall be subject to the Reinsurer’s approval.

Reductions

If the amount of insurance of a policy issued by the Company is reduced then the amount of reinsurance on that policy shall be reduced in the same proportion that the original reinsurance amount bore to the original total face amount. The reduction shall be effective on the same date as the reduction under the original policy.

If the reinsurance for a policy has been placed with more than one reinsurer, the reduction shall be applied to all reinsurers in proportion to the amounts originally reinsured with each reinsurer.

If the insured has multiple policies, some which are reinsured and a fully retained policy lapses or reduces, the Company will not make any changes to the reinsured policies.

Special Changes

If any special or unusual change, which is not covered above and which may affect the terms of the cession in question, is requested, the Reinsurer’s approval shall be obtained before such a change becomes effective.

7

ARTICLE V (cont’d)

Lapses

When a reinsured policy is terminated due to a lapse, the cession in question shall be cancelled effective the same date. If the Company allows extended or reduced paid-up insurance following a lapse, the reinsurance will be appropriately amended. If the Company allows the policy to remain in force under its automatic premium loan regulations, the reinsurance shall continue unchanged and in force as long as such regulations remain in effect, except as provided for otherwise in this Agreement, If the policy continues in force without payment during any days of grace pending its termination, whether such continuance is as a result of a policy provision or a practice of the Company, the reinsurance will also continue without payment of premium and will terminate on the same date as the Company’s risk terminates.

Reinstatements

If a policy reinsured on an automatic basis is reinstated in accordance with the terms and normal Company rules and practices, the Reinsurer shall reinstate the reinsurance automatically.

If the Company collects premiums in arrears from the policyholder of a reinstated policy, it agrees to pay the Reinsurer all corresponding reinsurance premiums in arrears in connection with the reinstatement.

The Reinsurer’s approval is required only for the reinstatement of a facultative policy when the Company’s regular reinstatement rules indicate that more evidence than a Statement of Good Health is required.

Minimum Final Cession

Reinsurance under this Agreement shall be cancelled whenever the net amount at risk becomes less than the Minimum Final Cession amount set out in Exhibit B.

8

ARTICLE VI

Retention Limit Changes

The reinsurance under this Agreement shall be maintained in force without reduction except as specifically provided for elsewhere in this Agreement.

The Company may change its retention limits for the purposes of this Agreement on new business being issued at any time by giving written notice to the Reinsurer of the new retention limits and the effective date of the new retention schedule.

The Company’s retention limits for the purposes of this Agreement are set out in Exhibit C.

Recapture

If the Company increases its Corporate Retention Limits, as stated in Exhibit C, it shall give the Reinsurer written notice if it intends to recapture within 90 days of the effective date of the increase in its retention limits. The Company may apply the new retention limits to existing reinsurance and reduce reinsurance in force in accordance with the following rules.

(a) The policy has satisfied the minimum in force period requirements outlined in Exhibit B.

(b) A reduction may be made only if the Company retained its full retention (according to the quota share and excess retention arrangements as stated in Exhibit C) for the plan, age and mortality rating at the time the policy was issued.

(c) Such reductions shall be made on the next policy anniversary of each cession affected from the effective date agreed to; or, reductions shall be made according to a “one-time” effective date of recapture that has been mutually agreed to by both parties to this Agreement.

(c) For business ceded under the quota share parameters of this Agreement, recapture will be in the form of a decrease in the quota share percentage ceded to the pool. This decrease will apply to all such in force business reinsured under this Agreement provided the requirements set forth in paragraphs (a) and (b) above are satisfied.

(d) For a conversion policy, the recapture terms of the original policy will apply and the duration for the recapture period will be measured from the effective date of the original policy.

(e) Any class of fully reinsured business or any classes of risks for which the Company established special retention limits less than the Company’s full quota share or absolute retention limits for the plan, age and mortality rating at the time the policy was issued are not eligible for reduction.

9

ARTICLE VI (cont’d)

(g) If recapture is due to an increase in the Company’s retention limits, a reduction may be made only if the Company has applied its increase in retention in a consistent manner to all categories of its normal retention limits as stated in Exhibit C.

(h) If recapture is due to an increase in the Company’s retention limits, in applying its new retention limits to existing reinsurance, the rating at the time of issue and the issue age of the existing reinsurance shall be used to determine the amount of the Company’s new retention.

(i) Recapture as provided herein shall be optional with the Company, but if any reinsurance is recaptured, all reinsurance eligible for recapture under the provisions of this Article must be recaptured. If there is reinsurance in other companies on risks eligible for recapture, the necessary reduction is to be applied pro rata to the total outstanding reinsurance.

(j) The amount of reinsurance eligible for recapture is based on the reinsurance ceded amount as of the date of recapture.

(k) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(1) The terms and conditions for the Company to recapture in force business due to financial impairment or insolvency of the Reinsurer are set out in Article X of this Agreement.

(m) If the Company transfers business, which is reinsured under this Agreement, to a successor company then the successor company has the option to recapture the reinsurance, in accordance with the recapture criteria outlined in this section, only if the successor company has a higher retention limit than the Company.

10

ARTICLE VII

Liability

Automatic Reinsurance

The Reinsurer’s liability for any policy ceded on an automatic basis under this Agreement shall begin simultaneously with the Company’s contractual liability for the policy reinsured.

Facultative Reinsurance

If a policy covered under this Agreement is offered on a facultative basis for excess coverage to the Reinsurer, then the Reinsurer’s liability shall begin simultaneously with the Company’s contractual liability for this facultative policy, and providing that the requirements for facultative coverage described in Article II have been met.

The Reinsurer’s liability ceases if the Reinsurer declines the risk and duly notifies the Company or the Company declines the Reinsurer’s offer.

If a policy is submitted on a facultative basis for competitive reinsurance offers, the liability of the Reinsurer shall commence when the Reinsurer has received notice from the Company, during the lifetime of the insured, that the Reinsurer’s offer has been accepted.

The Company shall have ninety (90) days from the date of the Reinsurer’s final offer in which to place the policy with the insured/owner, after which time the Reinsurer’s offer shall expire unless the Reinsurer explicitly states in writing that the offer is extended for some further period.

If the Reinsurer has submitted an unconditional offer on a facultative case to the Company, and a claim arises prior to the Company notifying the Reinsurer that their offer has been accepted, the Reinsurer shall be liable for said claims, if it is shown to the satisfaction of the Reinsurer that the policy would have been reinsured with the Reinsurer.

Duration

The liability of the Reinsurer for all cessions under this Agreement shall cease at the same time as the liability of the Company ceases and shall not exceed the Company’s contractual liability under the terms of its policies.

Notwithstanding the foregoing, the Reinsurer may terminate its liability for any policies for which premium payments are in arrears, according to the terms set out in Article IV of this Agreement.

It is understood that the Reinsurer’s liability for a claim shall be based on the reinsured net amount at risk as of the date the claim is incurred.

Temporary Insurance Agreement or Interim Receipt

The extent of the Reinsurer’s liability on a per life basis, for claims admitted by the Reinsurer that have arisen under the Temporary Insurance Agreement or Interim Receipt is set out in Exhibit A-II.

11

ARTICLE VIII

Claims

Claims Decision

The Reinsurer agrees that in regard to all claims on policies reinsured under this Agreement:

(a) The final decision respecting claims payment is at the sole discretion of the Company.

(b) The Company may approach the Reinsurer for an opinion, but the Reinsurer is not responsible to the Company for a claim decision.

(c) The Company’s contractual liability for claims, as described in this Article, is binding on the Reinsurer.

Initial Notice of Claim

For all claims, the Company will send an Initial Notice of Death and a Statement of Claims Pending report to the Reinsurer, which will be included with the Company’s monthly claims and premium billing statement, as referenced in Exhibit E.

The Initial Notice of Death and the Statement of Claims Pending reports include: the insured’s name, date of birth, the death benefit amount, the retained amount, ceded death benefit, policy number, plan code, treaty code, date of death, and policy issue date.

For Joint Life Last Survivor business, the Company, upon notification, shall inform the Reinsurer of the first death by providing the Reinsurer with the policy number, name, date of death, and cause of death of the insured.

Claim Proofs

Note: In the following section, “death benefit” refers to the amount payable by the Company not including any interest or expenses related to that claim.

Procedures for the handling of reinsured claims are as follows:

(i) For all non-contestable claims where the policy death benefit is less than or equal to $1,000,000, the Company will report these claims on a “bulk” basis (where no proofs will be provided to the Reinsurer – except upon specific request by the Reinsurer).

(ii) For all non-contestable claims where the policy death benefit is $1,000,001 or greater, once the Company has approved and paid the claim, the Company will send to the Reinsurer copies of the claimant’s statement, the insured’s death certificate and proof of payment.

(iii) For claims within the contestable period, where the policy aggregate death benefit is less than or equal to $500,000, once the Company has approved and paid the claim, the Company will send to the reinsurer copies of insured’s death certificate, claimant’s statement, and proof of payment. (The Company will provide additional papers to the Reinsurer upon request.)

12

ARTICLE VIII (cont’d)

(iv) For claims within the contestable period, where the policy death benefit is equal to or exceeds $500,001, the Company will send to the Reinsurer copies of the insured’s death certificate, claimant’s statement, and claims investigation papers. If the reinsurance is on an automatic basis, the Company will also provide copies of the underwriting papers.

If the Reinsurer wishes to comment on or consult with the Company regarding a claim, it shall inform the Company within five (5) business days upon receipt of the above information. The Company will forward a copy of proof of payment, once the claim has been paid.

Ceded Claim Settlements

Payment of death claims by the Reinsurer shall be in one lump sum regardless of the mode of settlement under the Company’s policy.

The Reinsurer will reimburse the Company for any claims payable under this Agreement as described in Article IV.

Contested Claims and Rescissions

The Company will notify the Reinsurer of its intention to contest, compromise, or litigate a claim involving a reinsured policy, or to rescind coverage by the Company under a reinsured policy. The Company shall then submit to the Reinsurer for review, copies of all papers connected with the claim or rescission.

In the event that the Reinsurer does not wish to contest, compromise, or litigate the claim, it shall notify the Company within five (5) business days after receipt of all the necessary papers. The Reinsurer shall then discharge all of its liability by paying the Company its full share of the reinsured liability to the Company and will not share in any subsequent reduction in liability.

If the Reinsurer agrees with the decision to contest the claim, the Reinsurer will share in any subsequent reduction in the Company’s liability. The Reinsurer will share in such reduction in the proportion that the Reinsurer’s net liability bears to the sum of the net liability before reduction of the Company and all reinsurers on the insured’s date of death.

In the event that the Reinsurer does not wish to participate in a rescission of insurance it shall notify the Company within five (5) business days after receipt of all the necessary papers. In such a case, the Reinsurer shall not participate in the payment of any expenses incurred as a result of the rescission (and as described in the “Expenses” section of this Article). Should the Company proceed with rescission of the policy, but is subsequently required to reinstate the policy, it is understood that the Reinsurer agrees to participate in the reinsurance of the reinstated policy under the terms and conditions described in this Agreement, and provided that there is no non-contractual increase to the Reinsurer’s share.

13

ARTICLE VIII (cont’d)

Ceded Benefits Payable

The reinsurance benefit will be limited to the Reinsurer’s share of the Company’s contractual liability for the claim. For the purposes of this Article, contractual liability shall mean the benefits payable by the Company under the terms and conditions of the reinsured policy.

The total reinsurance benefit recovered by the Company from all reinsurers on a policy must not exceed the Company’s total contractual liability on the policy, less the Company’s kept retention on the policy.

Misstatement of Age or Sex

If the amount of insurance provided by the policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of a life insured, the Reinsurer shall share in the increase or reduction in the proportion that the net liability of the Reinsurer bears to the total of the net liability of the Company and the net liability of all reinsurers, including the Reinsurer, immediately prior to such increase or reduction.

The reinsurance with the Reinsurer shall be rewritten from commencement on the basis of the adjusted amounts using premiums and reserves at the correct age or sex. The adjustment for the difference in premiums shall be made without interest.

Expenses

The Reinsurer shall pay its share of the expenses that are connected to the Company’s investigation of any claim incurred on policies reinsured under this Agreement. Subject to the Extra Contractual Damages section of this Article, claims investigation expenses do not include expenses incurred by the Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits. The Reinsurer will not reimburse the Ceding Company for routine claim and administration expenses.

Expenses which are excluded from this provision are salaries of officers or employees, or other routine office expenses of the Company; also excluded are expenses incurred in connection with a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits that the Company admits are payable.

In the event that the Reinsurer agrees with a decision of the Company to contest, compromise, or litigate a claim or to rescind coverage by the Company under a reinsured policy, the Reinsurer agrees to reimburse the Company for any third party expenses, including but not limited to reasonable legal and investigative expenses that the Company may incur in seeking to contest, compromise, litigate a claim under such reinsured policy, or to rescind such reinsured policy. Such reimbursement shall be in the proportion that the Reinsurer’s net liability for such reinsured policy bears to the sum of the net liability of the Company and all reinsurers for such reinsured policy as of the date of death where the Company decides to contest, compromise, or litigate a claim under such reinsured policy, and as of the date of rescission where the Company decides to rescind such reinsured policy. The Reinsurer shall also pay its share of the claim itself, if applicable.

14

ARTICLE VIII (cont’d)

Extra Contractual Damages

In no event shall the Reinsurer participate in punitive, compensatory, or bad faith damages as described below, which are awarded against the Company as a result of an act, omission or course of conduct committed solely by the Company in connection with the insurance reinsured under this Agreement.

The Reinsurer shall, however, pay its share of such damages (punitive, compensatory or bad faith related awards) awarded against the Company in connection with insurance reinsured under this Agreement if the Reinsurer elected to join, by means of a written notice, in the contest of the coverage in question as an active participant that is involved in managing the material aspects of the contest.

For the purposes of this provision, the following definitions shall apply:

“Punitive Damages” are those damages awarded as a penalty, the amount of which is not governed, nor fixed, by statute.

“Compensatory Damages” are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

“Statutory Penalties” are those amounts, which are awarded as a penalty, but fixed in amount by statute.

“Bad Faith Damages” are those damages, which may be compensated by punitive damages and are awarded as a result of bad faith dealings on the part of the Company.

15

ARTICLE IX

Dispute Resolution

Oversights

It is agreed that any unintentional or accidental failure to comply with the terms of this Agreement which can be shown to be the result of an oversight, misunderstanding or clerical error on the part of either party shall not be deemed to be an abrogation of the Agreement or an invalidation of the reinsurance. Upon discovery, the error shall be promptly corrected by both parties, being restored to the position they would have occupied had the oversight, misunderstanding or clerical error not occurred.

This provision shall apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Agreement and not to the administration of the insurance provided by the Company to its insured. Any negligent or deliberate acts or omissions by the Company regarding the insurance provided are the responsibility of the Company and its liability insurer, if any, but not that of the Reinsurer.

Arbitration

The Company and the Reinsurer shall attempt in good faith to negotiate a mutually acceptable solution to any controversy, dispute or claim arising out of or relating to this Agreement, or the breach thereof. Where the Company and the Reinsurer fail to reach a mutually acceptable solution, then either the Company or the Reinsurer may request that the controversy, dispute, claim, or breach of agreement be settled by arbitration, and the arbitrators, who shall regard this Agreement from the standpoint of practical business as well as the law, are empowered to determine as to the interpretation of the treaty obligation.

To initiate arbitration, either the Company or the Reinsurer will notify the other in writing of its desire to arbitrate, stating the nature of its dispute and remedy sought. The party to which the notice is sent will respond to the notification in writing within fifteen (15) days.

Within sixty (60) days of the date on which the party initiating the arbitration gives notice to the other party that it is initiating such arbitration, the Company and the Reinsurer shall each appoint one arbitrator. The two arbitrators shall select a third arbitrator within two weeks of the date on which the last of the two such arbitrators was appointed. Should the two arbitrators not agree on the choice of the third arbitrator, then the Company and the Reinsurer shall each name four (4) candidates to serve as arbitrator.

Beginning with the party who did not initiate arbitration, each party shall eliminate one candidate from the eight listed until one candidate remains. If this candidate declines to serve as the arbitrator, the candidate last eliminated will be approached to serve. This process shall be repeated until a candidate has agreed to serve as the third arbitrator.

16

ARTICLE IX (cont’d)

All three arbitrators must be present or former officers of Life Insurance Companies or Life Reinsurance Companies, excluding however, officers of the two parties to this Agreement, their affiliates or subsidiaries or past employees of any of these entities. The place of meeting of the arbitrators shall be decided by a majority vote of the arbitrators. The written decision of a majority of the arbitrators shall be final and binding on both parties and their respective successors and assigns. All costs of the arbitration and expenses and fees of the arbitrators shall be borne equally by the parties, unless otherwise ordered by the arbitrators.

The arbitrators shall render a decision within two months of the appointment of the third arbitrator, unless both parties agree otherwise. In the event no decision is rendered within four months, new arbitrators shall be selected as above.

Alternatively, if both parties consent, any controversy may be settled by arbitration in accordance with the rules of the American Arbitration Association.

Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

It is specifically the intent of both parties that these arbitration provisions shall replace and be in lieu of any statutory arbitration provision, if the law so permits.

If more than one reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such reinsurers may consolidate and act as one party for purposes of arbitration and communications shall be made by the Company to each of the reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the reinsurers under the terms of this Agreement from several to joint.

17

ARTICLE X

Financial Impairment and Insolvency

Financial Impairment the Reinsurer

If a pool reinsurer (including the Reinsurer) becomes financially impaired (as defined below), The Company may, at its option, recapture all of the reinsurance in force that was ceded to the financially impaired pool reinsurer under this Agreement, by providing the financially impaired pool reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture the reinsurance in force, regardless of the duration the reinsurance has been in force or the amount retained by The Company on the policies reinsured. The effective date of a recapture would be the date on which financial impairment was established. Upon recapture the ceding company agrees to pay the Reinsurer a recapture fee equivalent to the present value of profits.

A pool reinsurer shall be considered financially impaired when:

(i) it is declared insolvent; or

(ii) its Total Adjusted Capital drops below 2.0 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled reinsurer, or

(iii) it has not satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled reinsurer, or

Notwithstanding the foregoing, recapture will not be allowed due to insolvency or financial impairment if the reinsurer, within 60 days of the advent of insolvency or financial impairment, establishes and maintains credit for reinsurance at 125% of The Company’s statutory reserve credit.

If the Reinsurer becomes financially impaired, the Reinsurer will waive the 90-day termination notice provision thereby allowing the Company to cease ceding new business immediately to the Reinsurer

A minimum recapture fee of $1 per $1000 of risk ceded is applied unless the Reinsurer increases its charges without a corresponding increase by The Company in any of its charges or interest rate spreads to the policyholder on any business ceded hereunder.

Insolvency

For the purpose of this Agreement, the Company or the Reinsurer shall be deemed “insolvent” when it:

(a) applies for or consents to the appointment of a rehabilitator, conservator, liquidator or statutory successor of its properties or assets; or

(b) makes an assignment for the benefit of its creditors; or

(c) is adjudicated as bankrupt or insolvent; or

(d) files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or

(e) becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of the Company, or the Reinsurer, as the case may be.

18

ARTICLE X (cont’d)

In the event of the insolvency of the Reinsurer or the Company, any amounts owed by the Company to the Reinsurer and by the Reinsurer to the Company, under their respective agreements, shall be set-off and only the balance shall be paid.

The Reinsurer shall be liable only for the amounts reinsured with the Reinsurer and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement with the Company.

In the event of the insolvency of the Company, the reinsurance obligations under this Agreement shall be payable by the Reinsurer directly to the Company, its liquidator, receiver, rehabilitator, conservator or statutory successor, immediately upon demand, with reasonable provision for verification on the basis of the claims allowed against the insolvent company by any court of competent jurisdiction or by any rehabilitator, receiver, conservator, liquidator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Company, or because the rehabilitator, receiver, conservator, liquidator or statutory successor has failed to pay all or a portion of any claims.

It is understood, however, that in the event of such insolvency, the rehabilitator, conservator, receiver, liquidator or statutory successor of the Company shall give written notice of the pendency of a claim against the Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceedings, and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator, rehabilitator, receiver, conservator or statutory successor.

It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance Agreement as though the Company had incurred such expense.

In the event of the financial impairment of the Reinsurer, the Company may, at its option, cancel this Agreement for new business by promptly providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of the cancellation effective the date on which the Reinsurer’s financial impairment is established by the authority responsible for such determination. Any requirement for a notification period prior to the cancellation of the Agreement would not apply under such circumstances.

In the event of the financial impairment of the Reinsurer, the Company may, at its option, recapture all reinsurance in force under this Agreement by providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture all reinsurance in force under this Agreement regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured hereunder. The effective date of a recapture due to financial impairment would be the date on which the Reinsurer’s financial impairment is established by the authority responsible for such determination.

19

ARTICLE X (cont’d)

The Reinsurer will inform the Company should its Total Adjusted Capital drop below 2,0 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners (NAIC), if it is a U.S. domiciled reinsurer; or if it has not satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled reinsurer. The Company will keep this information confidential and not release it without prior agreement of the Reinsurer. Under this situation the Company may recapture business under the same terms as in the immediate preceding paragraph.

The Company shall recapture business in accordance with the following rules:

(a) The amount of reinsurance eligible for recapture is based on the ceded reinsurance as of the date of recapture.

(b) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(c) The Reinsurer shall be liable for its share of any claim incurred up to and including the date of recapture.

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ARTICLE XI

Taxes & Expenses

DAC Tax

The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g){8) of the Income Tax Regulation under Section 848 of the Internal Revenue code of 1986, as amended, whereby:

(a) the party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(l); and

(b) both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency.

The term “net consideration” will refer to either net consideration as defined in Regulation Section 1.848-2(f) (or gross amount of premiums and other consideration as defined in Regulation Section 1.848-3(b), as appropriate).

The method and timing of the exchange of this information is set out in Exhibit F.

This DAC Tax Election shall be effective for all years for which this Agreement remains in effect.

The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

The Reinsurer’s Taxes and Expenses

Apart from any taxes, allowances, commissions, refunds, and expenses specifically referred to elsewhere in this Agreement, the Reinsurer shall pay no commissions, allowances, taxes, or proportion of any expense to the Company in respect of any cession.

21

ARTICLE XII

Alterations to Agreement

Any alteration to this Agreement shall be null and void unless attached to the Agreement and signed by both parties.

Parties to Agreement

This is an Agreement solely between the Company and the Reinsurer. The acceptance of reinsurance hereunder shall not create any right or legal relation between the Reinsurer and the insured, beneficiary, or any other party to any policy of the Company, which may be reinsured hereunder.

Assignment

Neither the Company nor the Reinsurer may assign any of the rights and obligations under this Agreement, nor may either party sell, assumption reinsure or transfer the policies without the prior written consent of the other party. Consent will not be withheld if the assignment, sale, assumption reinsurance or transfer does not have a material effect on the risks transferred or the expected economic results to the party requested to consent. This provision shall not prohibit the Reinsurer from reinsuring the policies on an indemnity basis.

Entire Agreement

This Agreement represents the entire agreement between the Company and the Reinsurer and supercedes, with respect to its subject matter, any prior oral or written agreements between the parties. There are no understandings between the parties to this Agreement other than those expressed in the Agreement.

Good Faith

The Company and Reinsurer agree that all matters with respect to this Agreement require utmost good faith of both parties. The Reinsurer and the Company shall have the right, at any reasonable time, to inspect, audit and photocopy, at the other’s offices all records, books and documents relating to the reinsurance under this Agreement, which the Company or the Reinsurer shall make fully available immediately upon demand of the Reinsurer or the Company.

Each party represents and warrants to the other party that:

(i) it is solvent on a statutory basis in all states in which it does business or is licensed, and

(ii) (a) its Total Adjusted Capital is at least equal to 2.0 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled party, or

(b) it has satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled party.

Each party agrees to promptly notify the other if it subsequently becomes insolvent or financially impaired, as described in Article X.

Each party acknowledges that the other party has entered into this Agreement in reliance upon their representations and warranties. The Company affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a change in underwriting or issue practices or philosophy, a change in underwriting management personnel, or a change in the Company’s ownership or control.

22

ARTICLE XII (cont’d)

Offset

The Company and the Reinsurer will have the right to offset any balance or balances whether on account of premiums, allowances or claims due from one party to the other, under this Agreement or under any other reinsurance agreement between the Company and the Reinsurer.

The right of offset will not be affected or diminished because of the insolvency of either party.

Duration of Agreement

This Agreement is effective as of the effective date set out in Exhibit B and is unlimited as to its duration. It may be terminated for further new reinsurance by either party giving at least ninety (90) days notice to that effect by registered letter to the other party. During the period of such ninety (90) days the Reinsurer shall continue to accept new reinsurance under the terms of this Agreement. This notification period would be waived in the event the Reinsurer is deemed insolvent as set out in Article X. Further, the Reinsurer remains liable for all cessions existing at the date of the expiration set forth in the notice until their natural expiration, unless the parties mutually decide otherwise or as specified otherwise in this Agreement.

Severability

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

Benefit

Except as otherwise provided, this Agreement shall be binding upon the parties hereto and their respective successors and assigns.

Confidentiality

Both the Company and the Reinsurer will hold confidential and not disclose or make competitive use of any shared proprietary information unless otherwise agreed to in writing, or unless the information otherwise becomes publicly available or the disclosure of which is required for retrocession purposes or has been permitted by law or is duly required by external auditors.

Construction

This Agreement shall be construed and administered in accordance with the laws of the State of Michigan and the rights and obligations of this Agreement shall, at all times, be regulated under the laws of the State of Michigan.

Lead Pool Reinsurer

Details on the Lead Pool Reinsurer are shown under Exhibit G.

23

Made in duplicate and executed by all parties.

Signed for and on behalf of:

John Hancock Life Insurance Company (U.S.A.)

of Bloomfield Hills, Michigan

On:	JUL 04 2005	On:	JUL 11 2005
By:	/s/    Steve Finch	By:	/s/    Cassandra Kelly
	Steve Finch		Cassandra Kelly
Title:	SVP & CFO, U.S. Protection	Title:	AVP, NB & Underwriting, U.S. Protection
Signed for and on behalf of: Generali USA Life Reassurance Company of Kansas City, Missouri
On:	11/22/2005	On:	11/22/2005
By:	/s/    David Gates	By:	/s/    Patricia Allison
	David Gates		Patricia Allison
Title:	SVP	Title:	Asst. Registrar

24

EXHIBIT A-I

Page 1

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	July 2003		BI	January 1, 2005
MUL04	Universal Life - 2004	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	January 2005		BI	January 1, 2005
VUL05	Protection Variable Universal Life 2005	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	November 2005		BI	November 2005

25

EXHIBIT A-I

Page 2

Plans Reinsured
Acronym	Survivorship Plans	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	January 1997		BII	January 1, 2005
STERM	Survivorship Term	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	February 2004		BII	January 1, 2005

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange
LP	Life Plus	STI (SIO)	Supplementary Term Insurance

Policy Features on all plans:

• Six month Polity Exchange program

• Maturity Extension

26

EXHIBIT A-II

THE COMPANY’S UNDERWRITING FORMS,

EVIDENCE, AND ISSUE RULES

The following information and items are to be provided to the Reinsurer upon request:

1. Application for Life Insurance Package and Medical Exam Form

2. Temporary Insurance Agreement

3. Reinstatement Rules

4. Non-medical and Medical Requirements

5. Super Preferred / Preferred Underwriting Guidelines, if applicable

TEMPORARY INSURANCE AGREEMENT

The Reinsurer’s liability shall not exceed the Reinsurer’s proportionate share of the amount stated in the Company’s Temporary Insurance Agreement (TIA). However, it is understood that the Reinsurer agrees to accept it’s proportionate share of the Company’s portion under the TIA, if the Company has no available retention.

The Company’s maximum TIA liability is $1,000,000 for single life policies and $5,000,000 for survivorship policies.

Locked in Insurability:

Once a TIA is completed and provided all the conditions are met, changes in insurability that post-date the TIA, while it is in effect, will be ignored for the lesser of the face amount or $1,000,000 individual, $5,000,000 survivorship.

27

EXHIBIT A-III

POOL PARTICIPANTS

@ January 1, 2005

REINSURER	AUTOMATIC SHARES
Transamerica Occidental Life Insurance Company	30	%
Munich American Reassurance Company	20	%
Generali USA Life Reassurance Company	20	%
Optimum Reassurance Inc.	10	%

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EXHIBIT B

Page 1

GENERAL PROVISIONS

1. COVERAGE COMMENCEMENT DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five-year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A List”, outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A list” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A List” shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 20% (twenty percent) first-dollar quota share of the policy, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 25% (twenty-five percent) first-dollar quota share of the policy will be reinsured with the Reinsurer equal up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

Any application may be offered for Facultative Reinsurance Coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

29

EXHIBIT B

Page 2

11. RATE GUARANTEE:

YRT Rates:

A. The YRT reinsurance rates set out in this sub-section are fixed for the 12-month period following the issue date of any policy reinsured under this agreement. Thereafter the Reinsurer, in its sole discretion, may increase the premiums, provided:

(i) Reinsurance rates may not exceed the U.S. statutory net valuation premium applicable to the Reinsured Policies, calculated using the appropriate guaranteed mortality table and interest assumption

(ii) Any increase will only be implemented pursuant to a [*] as those provided in the policies reinsured herein.

B. At any time during the twelve month period following such an increase as outlined in A above, The Company shall have the right, at its option, to recapture all, but not less than all, of the Reinsured Policies on which reinsurance rates have been so increased, regardless of the Reinsured Policies’ duration in force. The recapture settlement amount will be an amount equal to the portion of the unearned gross reinsurance premiums attributable to the recaptured business, net of any unearned reinsurance allowances, all determined as of the effective date of the recapture. The Reinsurer will pay the recapture settlement amount required not later than forty- five (45) days following final determination of such amount.

C. In addition to the rights provided for in A above, reinsurance rates may be increased if The Company [*] on any business ceded hereunder. The Company will provide to the Reinsurer written notice of their intention to increase [*] on business ceded hereunder. If The Company increases [*] the Reinsurer will be allowed to increase the YRT rates [*] under the terms of this agreement. For any changes in the [*], Reinsurer may increase reinsurance rates such that the [*].

Deficiency Reserves:

The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that Reinsurer will not be required to hold any amount of U.S. “statutory deficiency reserves” by virtue of the assurances provided in Sections A, B and C above. Should this language prove insufficient and the Reinsurer is or may be required to establish or maintain any such deficiency reserve amounts by an insurance regulatory authority, upon the receipt of Reinsurers written notice to The Company thereof, above paragraphs titled, YRT Rates, will be automatically amended to delete the provisions of A (ii) hereof without any further formalities or actions. For purposes of clarity, this agreement is premised upon it not causing the Reinsurer to hold deficiency reserves.

12. MINIMUM FINAL CESSION: Zero

30

EXHIBIT B

Page 3

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy.

15. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

Recapture will be in the form of a decrease in the quota share percentage ceded to the pool, which will apply to all in force business under this Agreement.

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

31

EXHIBIT B-I

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Preferred Non-Smoker	[*]%	[*]%
Standard Non Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

32

EXHIBIT B-I

Page 2

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[l-(l-YRTrate_unrated /1000)^{multiple rating}, 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

7. INCREASING PLANS/RIDERS (INCLUDING ROP):

If life insurance on a reinsured policy is increased and the increase is subject to new underwriting evidence, then the increase of life insurance on the reinsured policy will be administered the same as the issuance of a new policy.

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criterion are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the maximum increase has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintain the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

33

EXHIBIT B-I

Page 3

8. RETURN OF PREMIUM RIDER (ROP) For products issued with a Return of Premium Rider, and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

34

EXHIBIT B-II

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Male	Female
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

35

EXHIBIT B-II

Page 2

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x {min[1-(1-YRTrate_unrated/1000)^{multiple rating}, 1]}

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

•            the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

36

EXHIBIT B-II

Page 3

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

8. INCREASING PLANS/RIDERS (INCLUDING ROP):

If life insurance on a reinsured policy is increased and the increase is subject to new underwriting evidence, then the increase of life insurance on the reinsured policy will be administered the same as the issuance of a new policy.

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criterion are met;

(i) the increase(s) are scheduled and known at issue; or

(ii) the maximum increase has been capped at issue; and

(iii) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintain the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

9. RETURN OF PREMIUM RIDER: For products issued with a Return of Premium Rider, and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

37

EXHIBIT C

RETENTION LIMITS

Life:

The Company will retain 20% first dollar quota share of each policy up to the following Corporate Retention Limits.

It is understood that if the Company has retention on existing insurance, the Company may retain less than 20% of a policy reinsured under this Agreement, in order to avoid exceeding the Company’s Corporate Retention Limits.

Individual Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0-80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0-80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81-85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86-90	$5,000,000	$2,000,000	Uninsurable	Uninsurable
Retention Reduction: Retention is reduced by 50% for an Aviation risk

Survivorship Corporate Retention Limits:

a. For age 0 – 80 equals the sum of the individual lives’ retention limits, not to exceed $20,000,000 or $25,000,000.

b. If one of the lives is age 81 – 90 or is uninsurable, maximum retention limit (the sum of the individual lives’ retention limits) is $20,000,000.

c. If both lives are age 81 – 90, the maximum retention (the sum of the individual lives’ retention limits) is $10,000,000.

d. If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

38

EXHIBIT D

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The Company reinsures 80% of the risk. Once (if) the Company’s corporate retention is full, 100% of the risk is reinsured. The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$50,000,000	$50,000,000	$50,000,000	$25,000,000
76 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

The Reinsurer agrees to accept 20% (twenty percent) first dollar quota share of the policy or 25% (twenty-five percent) of the Automatic Reinsurance Pool Capacity, (as specified in Exhibit B), up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits, below. It is understood that if the Company’s corporate retention limits are full on a life, 100% of the risk will be ceded to the pool of which the Reinsurer’s share is 25% (twenty-five percent) up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 – 80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,00	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$12,500,000	$12,500,000	$12,500,000	$6,250,000
76 – 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,500	Nil
86 – 90	$625,000	Nil	Nil	Nil

39

EXHIBIT D

Page 2

Notes:

¡ The Automatic Limit for Entertainment and Professional Athletes is $20,000,000, for Issue Ages 0-80

¡ Automatic Limits on Aviation risks are reduced proportionately according to the Company’s normal retention reduction.

¡ If the Company’s retention is reduced for discretionary reasons notification shall be sent to the Reinsurer and the Reinsurer may proportionately reduce the automatic binding limit.

• Foreign Travel Details:

The following applies to US citizens or permanent residents living abroad for up to a maximum of 5 years. This includes residents of Guam, Puerto Rico and US Virgin Islands. They must be permanent US residents prior to the travel and be returning to permanent resident status within 5 years.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

• Foreign Nationals Details:

The following applies to residents of foreign countries (“A” countries listed below).

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

“A” List Countries

An asterisk indicates that preferred rates are available. All other cases are to be issued standard, not preferred.

Andorra*, Argentina, Australia*, Austria*, Bahamas*, Barbados*, Belgium*, Bermuda*, British Virgin Islands*, Canada*, Cayman Islands*, Chile, Costa Rica, Denmark*, Finland*, France*, Germany*, Greece*, Hong Kong*, Iceland*, Ireland*, Italy*, Liechtenstein*, Luxembourg*, Malta*, Mexico*, Monaco*, Netherlands*, New Zealand*, Norway*, Panama, Portugal*, San Marino*, Singapore*, Spain*, Sweden*, Switzerland*, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland)*

40

EXHIBIT D

Page 3

Jumbo Limits:

The Jumbo Limit is defined as the total amount in-force and pending formal applications including ultimate increasing amounts of the Company’s policies, without deducting the amounts to be replaced.

Issue Age	Super Preferred –Table 16
0-80	$65,000,000
81-90	$50,000,000

The Company will at the time of final underwriting approval, give the Reinsurer written notification of any case they bind automatically where the Jumbo amount exceeds $50,000,000.

Notes:

¡ The Jumbo Limit for Entertainment and Professional Athletes apply to Issue Ages 0-80 only

¡ The Jumbo Limits for Aviation risks are reduced proportionately according to the Company’s normal retention reduction

41

EXHIBIT E

REINSURANCE REPORTS

DATA NOTIFICATION: The Company shall send to the Reinsurer reports, in substantial compliance with the Society of Actuaries Guidelines, at the times indicated below:

Report	Frequency	Due Date
Billing Statement (by Treaty, totals by Reinsurer)	Monthly	10 days after month end
Reinsurance Policy Exhibit (Summary of movement during the past period)	Monthly / Quarterly/Annually	10 days after period due
Reinsurance Listing In-Force Report	Quarterly	10 days after quarter end
Net Amount at Risk, Premiums &	Quarterly	10 days after quarter end
Total Reserves (when required) (Summary)	Quarterly	17 days after quarter end
Initial Notice of Claim	Monthly	Monthly
Statement of Claims Incurred (New Claims for the Month)	Monthly	10 days after month end
Statement of Reinsured Claims Collected (Claims Netted off the Current Statement)	Monthly	10 days after month end
Increasing Risk – Ultimate Death Benefit Report	Monthly	10 days after month end

42

EXHIBIT E

Page 2

NOTIFICATION OF ACCEPTANCE OF FACULTATIVE OFFER: The Company will advise the Reinsurer of its acceptance of the Reinsurer’s underwriting decision pertaining to facultative business by sending written notice to the Reinsurer. The full details of the facultative new business shall be outlined on the Company’s Policy Detail Report.

ERRORS AND OMISSIONS: Should any items be inadvertently omitted from or entered in error on a reinsurance report, such omissions or errors shall not affect the liability of the Reinsurer in regard to any cession and the mistakes shall be rectified upon discovery. This does not waive any rights outlined in Article IX.

THE REINSURER’S RATINGS: The Company may annually request the most recent credit rating reports on the Reinsurer issued by Standard & Poor’s and/or A.M. Best Company. These credit reports done by the credit agency should include sections that indicate the assigned rating for the Reinsurer, the rationale for the rating, the outlook for the Reinsurer and a business and financial profile.

RESERVES:

Quarter End Reserves: The Company shall advise the Reinsurer within 17 working days of the end of each quarter, of the amount of reserves calculated on the reinsurance in force under this Agreement, as of the end of the preceding quarter. Any estimated figures provided should be confirmed by actual reserve figures.

Year End Reserves: By February 15th of each year, the Company’s valuation actuary shall certify the amount of reserves calculated on the reinsurance in force under this Agreement as of December 31st of the preceding year.

YRT Deficiency Reserves: If deficiency reserves are required to be held by the Company on any reinsured policy, the entire amount of any such reserve will be established and held by the Company.

43

EXHIBIT F

DAC TAX ELECTION

Method of Exchanging Information

The Reinsurer and the Company agree to the DAC Tax Election and accordingly will exchange information in the following manner:

1. The Company will submit a Schedule to the Reinsurer by May 1st, of each year, of its calculation of the net consideration (as referred to in Article XII) for the preceding calendar year.

2. The Reinsurer, in turn, will complete the Schedule by indicating acceptance of the Company’s calculations of the net consideration or by noting any discrepancies. The Reinsurer will return the completed Schedule to the Company by June 1st, of each year.

3. If there are any discrepancies between the Company’s and the Reinsurer’s calculation of the net consideration, the parties will act in good faith to resolve the discrepancies by July 1st, of each year.

44

EXHIBIT G

LEAD REINSURER

Responsibility of Lead Reinsurer

The Lead Reinsurer for underwriting purposes is Transamerica Occidental Life Insurance Company.

The Lead Reinsurer may be contacted verbally or in writing by the Company on a case that otherwise falls within the automatic binding parameters when a second opinion of a medical, non-medical or financial nature is desired. The Company shall recommend a rating or course of action, and request that the Lead Reinsurer concur with that recommendation, thereby binding all pool members.

In addition to making a decision to bind all pool members, the Lead Reinsurer may alternatively agree to accept their pool share only, recommend an alternate decision that would be acceptable to the pool, or recommend that the case be submitted facultatively to all pool members.

Cases outside of the pool automatic binding limits will be handled on a traditional facultative basis as set forth in this Agreement.

APPLICABLE AUTOBIND LIMITS:

Maximum age - 80

Maximum face amount: Domestic cases $25,000,000

Foreign Residence/Travel cases to A Countries only $5,000,000

APPLICABLE JUMBO LIMITS:

Domestic cases $65,000,000; Foreign Residence/Travel cases to A countries only $20,000,000

45

EXHIBIT H

UNDERWRITING REQUIREMENTS FOR AUTOMATIC REINSURANCE

All amounts ceded to the Reinsurer must be HIV tested and fully underwritten according to the Company’s standard underwriting practices and criteria. For the maximum table rating that can be ceded on an automatic basis for individual policies see the tables in Exhibit D, Automatic Limits. For maximum table rating for survivorship policies, based on the better life, refer to the Exhibit D, Automatic Limits. The costs of any exception to these requirements will be borne by the Company. For any voluntary underwriting exception, the Company will pay the Reinsurer the true underwriting class reinsurance premium.

The Company’s preferred underwriting criteria, age and amount requirements and internal underwriting exception criteria are attached to and are part of the reinsurance agreement. Any proposed material changes to the Company preferred underwriting criteria, age and amount requirements and internal underwriting exception criteria shall be submitted to the Reinsurer for written approval prior to implementation. If the Reinsurer does not respond within thirty (30) days, it shall be presumed that the Reinsurer is agreeable to such modification.

46

Effective January 1, 2005 New Preferred and Super Preferred Underwriting Criteria Ages 18 – 70*

Preferred Criteria		Super Preferred Criteria
Blood Pressure (Treated and Untreated)		Blood Pressure (Treated and Untreated)
Up to 140/85	Age 18-50	Up to 135/85	Age 18-50
Up to 145/90	Age 51-70	Up to 140/90	Age 51-70
Build		Build
See Preferred Build Chart for ages 18-70		See Super Preferred Build Chart for ages 18-70
Cholesterol (Treated and Untreated)		Cholesterol (Treated and Untreated)
Up to 250 mg/dl	Age 18-50	Up to 230 mg/dl	Age 18-50
Up to 270 mg/dl	Age 51-70	Up to 250 mg/dl	Age 51-70
*  Total cholesterol up to 300 is OK for Preferred if CHL/HDL ratio is 1 less than the published limit		*  Total cholesterol up to 300 is OK for Super Preferred if CHL/HDL ratio is 1 less than the published limit
Chol/HDL ratio (Treated and Untreated)		Chol/HDL ratio (Treated and Untreated)
Up to 5	Age l8-50	Up to 4.5	Age 18-50
Up to 5.5	Age 51-70	Up to 5	Age 51-70
* Total Cholesterol up to 300 is OK for Preferred if CHL/HDL ratio is 1 less than the published limit		* Total Cholesterol up to 300 is OK for Super Preferred if CHL/HDL ratio is 1 less than the published limit
Personal History		Personal History
No history of Cancer,* Coronary Artery Disease, Cerebrovascular Disease or Diabetes*		No history of Cancer, Coronary Artery Disease, Cerebrovascular Disease or Diabetes
No current rateable impairment
*  Some cases may qualify for Preferred
Family History		Family History
No more than one death of a parent or sibling prior to age 60 from Coronary Artery Disease or Cancer		No death of a parent or sibling prior to age 60 from Coronary Artery Disease or Cancer
Alcohol/Drug		Alcohol/Drug
No history of alcohol/drug abuse or treatment within the past 10 years		No history of alcohol/drug abuse or treatment within the past 10 years
DWI/Reckless		DWI/Reckless
No driving while intoxicated or reckless driving conviction within the last 5 years and no more than one conviction ever		No driving while intoxicated or reckless driving conviction within the last 10 years and no more than one conviction ever.
MVR		MVR
Maximum of 2 moving violations within the last 2 years		Maximum of 1 moving violation within the last 2 years
Aviation		Aviation
Only available to private pilots with more than 300 hours of experience who fly 25-200 hours yearly and have IFR or pilots and crew on regularly scheduled airline flights		No participation within the past 12 months
Preferred with a flat extra or aviation exclusion may be available
Hazardous Sports		Hazardous Sports
No participation in a rateable sport.		No participation within the past 12 months
Preferred with a flat extra may be available

PREFERRED BUILD CHART AGES 18 – 70

HEIGHT	4’8”	4’9”	4’10”	4’ll”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”
WEIGHT	142	147	152	158	164	170	176	182	186	192	197	203	208	214	219	225	231	237	243	249	255	261	268

SUPER PREFERRED BUILD CHART AGES 18 – 70

HEIGHT	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”	6’7”
WEIGHT	145	149	153	157	162	166	170	176	182	187	193	199	205	210	216	220	223	227	231	235

* Refer to the specific product technical guide to determine the availability of Preferred and/or Super Preferred and for the ages where Preferred and Super Preferred rates are available.

For financial professional use only. Not for use with the public. Page 1 of 2. Not valid without all pages.

Effective January 1, 2005

New Preferred and Super Preferred

Underwriting Criteria

Ages 71 and older*

Preferred Criteria	Super Preferred Criteria
Blood Pressure (Treated and Untreated)	Blood Pressure (Treated and Untreated)
Up to 145/90	Up to 140/90
	Pulse pressure should be less than or equal to 65
Build	Build
See Preferred Build Chart for Ages 71 and older	See Super Preferred Build Chart for Ages 71 and older Demonstrated stable weight for at least the past 3 years
Cholesterol (Treated and Untreated)	Cholesterol (Treated and Untreated)
Over 159 mg/dl, but less than 300 mg/dl	Over 175 mg/dl but less than 280 mg/dl
HDL Cholesterol	HDL Cholesterol (Treated and Untreated)
Must exceed 35 mg/dl	Must exceed 40 mg/dl
Serum Albumin	Serum Albumin
Must exceed 3.6 g/dl	Must be equal to or greater than 4.0 g/dl
	Creatinine
	Must be within normal limits
Functional	Functional
Must have the ability to independently perform all the activities of daily living	Must have the ability to independently perform all the activities of daily living
Cognitive	Cognitive
No evidence of cognitive impairment	No evidence of cognitive impairment
Personal History	Personal History
No history of Cancer,* Coronary Artery Disease, Cerebrovascular Disease or Diabetes.* No current rateable impairment.	No history of Cancer, Cardiovascular disease, Cerebrovascular disease or Diabetes. No current impairment.
* Some cases may qualify for Preferred
Alcohol/Drug	Alcohol/Drug
No history of alcohol/drug abuse or treatment within the past 10 years	No history of alcohol/drug abuse or treatment within the past 10 years
DWI/Reckless	DWI/Reckless
No driving while intoxicated or reckless driving conviction within the last 5 years and no more than one conviction ever.	No driving while intoxicated or reckless driving conviction within the last 10 years and no more than one conviction ever
MVR	MVR
Maximum of 1 moving violation within the last 2 years.	No moving violations within the past 2 years
Aviation	Aviation
No participation in the last 12 months	No participation within the past 12 months
Hazardous Sports	Hazardous Sports
No participation in the last 12 months	No participation within the past 12 months

PREFERRED BUILD CHART AGES 71 AND OLDER
HEIGHT	4’8”	4’9”	4’10”	4’11”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”
WEIGHT (Max.)	142	147	152	158	164	170	176	182	186	192	197	203	208	214	219	225	231	237	243	249	255	261	268
WEIGHT (Min.)	97	99	102	104	106	109	111	114	118	121	124	127	130	134	138	141	145	148	152	156	161	165	170

SUPER PREFERRED BUILD CHART AGES 71 AND OLDER
HEIGHT	4’8”	4’9”	4’10”	4’11”	5’0”	5’1”	5’2”	5’3”	5’4”	5’5”	5’6”	5’7”	5’8”	5’9”	5’10”	5’11”	6’0”	6’1”	6’2”	6’3”	6’4”	6’5”	6’6”
WEIGHT (Max.)	132	137	142	148	154	160	166	172	176	182	187	193	198	204	209	215	221	227	233	239	245	251	258
WEIGHT (Min.)	97	99	102	104	106	109	111	114	118	121	124	127	130	134	138	141	145	148	152	156	161	165	170

* Refer to the specific product technical guide to determine the availability of Preferred and/or Super Preferred and for the ages where Preferred and Super Preferred rates are available.

For financial professional use only. Not for use with the public.
Insurance products issued by John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116 ©2005. John Hancock Life Insurance Company (U.S.A.). All rights reserved. MLI1221044547	Page 2 of 2. Not valid without all pages.

INTERNAL PREFERRED GUIDELINES

Ages 18-70

1. Cancer eligible for preferred if standard immediately following excision or if standard for past 10 years (including breast cancer in-situ)

Cancer excluded from preferred:

Breast, melanoma, leukemia, Hodgkin’s, non-Hodgkin’s lymphoma, systemic chemotherapy, (not adjunct chemotherapy), radiotherapy to chest/abdomen, nodal or other metastatic disease

2. Ages 60-70: Allow preferred in TYPE 2 DIABETIC if:

A      No CAD, kidney disease or renal failure

B      Normal BCP (Blood sugar results must be within excellent control range)

C      Normal urinalysis

D      Meets all other preferred criteria

E       Not taking insulin

Flexibility Points: Only one criteria outside of guideline

If total equal 5 with no 0’s, then preferred

If 0 in any category refer to Underwriting Consultant

	Flex Points	Ages 18-50	Ages 51-70
Cholesterol (Treated/Untreated)	2 Points 1 Points	£ 221 221-250	< 235 236-270
Chol/HDL Ratio (Treated/Untreated)	2 Points 1 Points	£ 4.0 4.1 - 5.0	£ 5.0 5.1 - 5.5
Blood Pressure (Treated/Untreated)	2 Points 1 Points	< 130/85 < 135/85	< 135/85 < 140/90
		Ages
TST>9min., >10 mets & negative TST within the past 12 months- add flex points to meet 5 points criteria	2 Points 1 Points	60-70 51-59
		Ages
TST>6-9min., >6-9 mets & negative TST within the past 12 months- add flex points to meet 5 points criteria	1 Points	60-70
Guidelines for Build Flexibility Points:
1.      Build Flexibility, 1 point if within published guideline 2.      For age 51 and older, we will offer preferred if the Proposed Insured has 5 or more flex points based on cholesterol, chol/HDL and blood pressure and his/her weight does not exceed 125% as shown on the build table in MUM. (Not available with hypertension, hyperlipiderma, or elevated blood sugar)

Effective January 3^rd, 2005

INTERNAL PREFERRED GUIDELINES

Ages 71+ Only

Flex Guidelines

1. Cancer eligible for preferred if standard immediately following excision or if standard for past 10 years (including breast cancer in-situ)

Cancer excluded from preferred:

Breast, melanoma, leukemia, Hodgkin’s, non-Hodgkin’s lymphoma, systemic chemotherapy, (not adjunct chemotherapy), radiotherapy to chest/abdomen, nodal or other metastatic disease

2. Allowed preferred in TYPE 2 DIABETIC if:

A	No CAD, no kidney disease or renal failure
B	Normal BCP (Blood sugar results must be within excellent control range)
C	Normal urinalysis
D	Meets all other preferred criteria
E	Not taking insulin
	3. History of TIA or TGA:
	Allow preferred after 1 year if history equivocal and the Proposed Insured meets all preferred criteria. History must be investigated.
	4. Family History
	If the Proposed Insured has a family history of longevity-any combination of 2 parents or siblings living past the age of 80, we will:
	1.      Ignore cholesterol >300 mg/dl and HDL <35 mg/dl; or,
	2.      Accept blood pressure of 150/90
	5. TST
	If within the past 24 months, the Proposed Insured had a negative Bruce Protocol TST >6 min. and/or 6 mets or a negative perfusion study we will:
	A.     Ignore cholesterol >300 mg/dl and HDL <35 mg/dl or;
	B.     Accept blood pressure of 150/90
	OR
	C.     If the Proposed Insured has seen a doctor within the past 12 months and from the APS, Medical exam, telephone interview or inspection, we can determine that she/he works outside the home or gets regular exercise, will accept blood pressure of 150/90

Effective January 3^rd, 2005

Effective April 8, 2005   New Routine Medical Underwriting Requirements   •   Requirements are based on age as of nearest birthday   •   For each Proposed Insured on a Survivorship case, routine underwriting requirements are based on half the amount applied for unless one life is uninsurable

AGE	0 – 15	16 – 40	41 – 50	51 – 55	56 – 65	66 – 70	71 – 74	75 – 79	80 – 902
AMOUNT
up to 500,000	Health Questionnaire	Para1, BCP, Micro	Para1, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
500,001 – 1,000,000	Health Questionnaire	Para, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
1,000,001 – 3,000,000	Exam, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
3,000,001 – 5,000,000	Exam, BCP, Micro	Para, BCP, Micro	Para, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
5,000,001 –10,000,000	Exam, BCP, Micro	Exam, BCP, Micro	Exam, BCP, Micro, EKG	Exam, BCP Micro, EKG	Exam, BCP, Micro, EKG (Non- Smoker), TST (Smoker)	Exam, BCP, Micro, EKG (Non- Smoker). TST (Smoker)	Exam, BCP, Micro, EKG (Non- Smoker), TST (Smoker)	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG
10,000,001 + Up	Exam, BCP, Micro	Exam, BCP, Micro	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG	Exam, BCP, Micro, TST	Exam, BCP, Micro, TST	Exam, BCP, Micro, TST	Exam, BCP, Micro, EKG	Exam, BCP, Micro, EKG

LEGEND	BCP	Blood Chemistry Profile
	EKG	Electrocardiogram
	Exam	MD Examination
	Micro	Urinalysis
	TST	Treadmill Stress Test

¹ Health Questionnaire and Physical Measurements may be substituted for a Paramedical.

² We will accept another company’s exam form as part of our routine medical requirements. However, for clients ages 80 and older, we will also require EITHER a completed John Hancock Medical Exam (April 2005 version) OR the other company’s exam plus Nation’s CareLink’s Cognitive and Mobility Assessment (which must be completed by Nation’s CareLink).

IMPORTANT NOTES

Requirements are based on the amount applied for and placed with John Hancock within the last 12 months. If an individual and suvivorship policy are applied for, requirements are based on the amount applied for under the individual policy plus half the amount applied for under the survivorship policy.

If one life is uninsurable on a survivorship case, evidence for the insurable life is based on the full amount applied for under the surivorship case and only a Health Questionnaire is required on the uninsurable life.

Additional underwriting requirements such as chest xrays, treadmills, PFTs or cognitive assessment may be required by the underwriter due to the Proposed Insured’s medical history, or circumstances of a case or facultative reinsurance.

Requirements do not apply to COLI or LTC. For more information on COLI, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter. Requirements for stand alone LTC coverage are according to the LTC routine underwriting requirements.

Page 1 of 3. Not valid without all pages.

Routine Medical Underwriting Requirements

We want to make it easier for you and your client. With this in mind, we are offering you several ways to complete the routine medical underwriting requirements.

1. John Hancock will accept a John Hancock Medical Exam (April 2005 version) completed by the proposed insured’s attending physician. The doctor can also complete the routine medical requirements.

The John Hancock Medical Exam form (April 2005 version) can be obtained from the Online New Business Forms section of www.jhsalesnet.com.

2. Order the John Hancock Medical Exam (April 2005 version) and all routine medical requirements:

APPS	Order requirements via 1-800-727-2999 or www.appsnet.com
EMSI	Order requirements via 1-800-872-3674
ExamOne	Order requirements via 1-877-933-9261 or online at www.examone.com
Portamedic	Order requirements via 1-800-765-1010
Superior Mobile Medics	Order requirements via 1-800-898-3926

3. We will accept another company’s exam form as part of our routine medical requirements. However, for clients ages 80 and older, we will also require EITHER a completed John Hancock Medical Exam (April 2005 version) OR the other company’s exam plus Nation’s CareLink’s Cognitive and Mobility Assessment (which must be completed by Nation’s CareLink). Order a Nation’s CareLink Cognitive & Mobility Assessment via 1-800-201-8897, or Online at www.ncl-link.com, Username: USLife, Password: Lifef2f

For more information, call our New Business department at 1-800-505-9427, option 2 and ask for an underwriter.

Page 2 of 3. Not valid without all pages.

Individual Non-Medical Requirements		Survivorship Non-Medical Requirements
To Age 65		To Age 65
$1,000,001 – $2,500,000	BBR if applicable	$2,500,000 – $5,000,000	BBR if applicable
$2,500,001 – $7,500,000	telephone interview, BBR if applicable	$5,000,001 – $7,500,000	telephone interview, BBR if applicable
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$7,500,001 – $10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
		$10,000,001 and up	inspection report plus spouse inspection report, BBR if applicable, third party verification of income and net worth1
MVR is required at all amounts for Proposed Insureds age 16 and older		MVR is required at all amounts for Proposed Insureds age 16 and older
Age 66 – 79		Age 66 – 79
$1,000,001 – $5,000,000	telephone interview, BBR if applicable	$1,000,001 – $2,000,000	BBR if applicable
$5,000,001 – $7,500,000	telephone interview, BBR if applicable, third party verification of income and net worth1	$2,000,001 – $5,000,000	telephone interview, BBR if applicable
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$5,000,001 – 10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
		$10,000,001 and up	inspection report plus spouse inspection report, BBR if applicable, third party verification of income and net worth1
If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required		If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required
MVR is required at all amounts		MVR is required at all amounts
Age 80 – 90		Age 80 – 90
$1,000,001 – $2,500,000	telephone interview, BBR if applicable	$2,000,001 – $2,500,000	telephone interview, BBR if applicable
$2,500,001 – $7,500,000	telephone interview, BBR if applicable, third party verification of income and net worth1	$2,500,001 – $10,000,000	telephone interview, BBR if applicable, third party verification of income and net worth1
$7,500,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1	$10,000,001 and up	inspection report, BBR if applicable, third party verification of income and net worth1
If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required		If a Nation’s CareLink Cognitive & Mobility Assessment is requested a telephone interview will not be required
MVR is required at all amounts		MVR is required at all amounts

LEGEND MVR    Motor Vehicle Record BBR    Business Beneficiary Report

IMPORTANT NOTE
John Hancock has distributed its own telephone interview script to vendors – Reliable, EMSI, SBSI, Hooper Holmes/Portamedic. Please request it when ordering a telephone interview on a John Hancock application.	For financial professional use only. Not for use with the public.

¹ Third party verification of income (earned and unearned) and net worth must be provided by someone who is independent of the sale such as a CPA, personal attorney or personal banker. We will accept verification of finances either through an inspection report or a letter from the third party.

Insurance products issued by John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company, Boston, MA 02116. ©2005, John Hancock Life Insurance Company (U.S.A.). All rights reserved. MLI0408055245   Page 3 of 3. Not valid without all pages.

AMENDMENT NO. 1

TO REINSURANCE AGREEMENT No. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement number BM19C01, effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS effective December 13, 2005 (the “Effective Date”) the Reinsurer has agreed to extend coverage under this Agreement to policies of insureds classified by the Company as Foreign Travel and Foreign Nationals to include the B countries, listed below;

“B” Countries:

Anguilla	Antigua & Barbuda	Canary Islands (Spain)
Czech Republic	Cyprus (Southern)	Dominican Republic
Grenada	Guadeloupe	Hungary
Japan	Macau	Martinique
Netherlands Antilles	Poland	South Korea
St. Kitts & Nevis	St. Lucia	St. Vincent & the Grenadines
Trinidad & Tobago	Turks and Caicos Islands

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit B, section 3, Residency Requirements in the Agreement, shall be replaced in full by the revised Exhibit B, section 3, attached.

2. The revised Page 2 of Exhibit D, attached, shall replace Page 2 of Exhibit D in the Agreement in full.

3. The revised Exhibit G, Lead Reinsurer attached, shall replace Exhibit G in the Agreement, in full.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories as of the date first written above.

Signed for and on behalf of

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

of Bloomfield Hills Michigan

By:	/s/    Jonathan Porter	By:	/s/    Naveed Irshad
	Jonathan Porter		Naveed Irshad
Title:	VP & CFO, U.S. Insurance	Title:	VP Product Management
Date:	Jan 21, 2006	Date:	FEB 01, 2006
Signed for and on behalf of GENERALI USA LIFE REASSURANCE COMPANY of Kansas City, Missouri
By:	/s/    David Gates	By:	/s/    Unknown
	David Gates
Title:	SVP	Title:	Associate General Counsel
Date:	4/5/2006	Date:	4/7/2006

RESIDENCY REQUIREMENTS (revised as of December 13, 2005): The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A and B Lists” outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A and/ or B lists” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A and B List” shall be covered under this Agreement.

EXHIBIT D

Page 2

(Revised as of December 13, 2005)

Notes:

• The Automatic Limit for Entertainment and Professional Athletes $20,000,000, for Issue Ages 0-80

• Automatic Limits on Aviation risks are reduced proportionately according to the Company’s normal retention reduction.

• If the Company’s retention is reduced for discretionary reasons notification shall be sent to the Reinsurer and the Reinsurer may proportionately reduce the automatic binding limit.

• Foreign Travel Details (for countries listed below):

The following applies to US citizens or permanent residents living abroad for up to a maximum of 5 years. This includes residents of Guam, Puerto Rico and US Virgin Islands. They must be permanent US residents prior to the travel and be returning to permanent resident status within 5 years.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

• Foreign Nationals Details:

The following applies to residents of foreign countries listed below.

Jumbo Limit: $20 million

Auto Binding Limit: $10 million

Issue Ages: 20-70

Underwriting Classes: Preferred to Table 4 (200%)

“A” List Countries

An asterisk indicates that preferred rates arc available. All other cases are to be issued standard, not preferred.

Andorra*, Argentina, Australia*, Austria*, Bahamas*, Barbados*, Belgium*, Bermuda*, British Virgin Islands*, Canada*, Cayman Islands*, Chile, Costa Rica, Denmark*, Finland*, France*, Germany*, Greece*, , Hong Kong*, Iceland*, Ireland*, Italy*, Liechtenstein*, Luxembourg*, Malta*, Mexico*, Monaco*, Netherlands*, New Zealand*, Norway*, Panama, Portugal*, San Marino*, Singapore*, Spain*, Sweden*, Switzerland*, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland)*

“B” List Countries

Anguilla, Antigua & Barbuda, Canary Islands (Spain), Czech Republic, Cyprus (Southern), Dominican Republic, Grenada, Guadeloupe, Hungary, Japan, Macau, Martinique, Netherlands Antilles, Poland, South Korea, St. Kitts & Nevis, St. Lucia, St. Vincent & the Grenadines, Trinidad & Tobago, Turks and Caicos Islands.

EXHIBIT G

(Revised as of December 13, 2005)

LEAD REINSURER

Responsibility of Lead Reinsurer

The Lead Reinsurer for underwriting purposes is Transamerica Occidental Life Insurance Company.

The Lead Reinsurer may be contacted verbally or in writing by the Company on a case that otherwise falls within the automatic binding parameters when a second opinion of a medical, non-medical or financial nature is desired. The Company shall recommend a rating or course of action, and request that the Lead Reinsurer concur with that recommendation, thereby binding all pool members.

In addition to making a decision to bind all pool members, the Lead Reinsurer may alternatively agree to accept their pool share only, recommend an alternate decision that would be acceptable to the pool, or recommend that the case be submitted facultatively to all pool members.

Cases outside of the pool automatic binding limits will be handled on a traditional facultative basis as set forth in this Agreement.

APPLICABLE AUTOBIND LIMITS:

Maximum age - 80

Maximum face amount: Domestic cases $25,000,000

Foreign Residence/Travel cases to A Countries only $5,000,000

APPLICABLE JUMBO LIMITS:

Domestic cases - $65,000,000; Foreign Residence/Travel cases to A and B countries only - $20,000,000

AMENDMENT NO. 2

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No.2 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19C01, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of January 20, 2006 (the “Effective Date”), it is agreed that the following Plans and Benefits will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
AUL06	Accumulation Universal Life 2006
AVL06	Accumulation Variable Universal Life 2006
ULG06	Protection Universal Life 2006

Acronym	Rider/ Benefit Name
SFA	Supplemental Face Amount

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plans and benefit set forth in the tables above. The amended Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

ALSO as of January 1, 2005, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Exhibit B has been amended to include the Return of Premium Rider (ROP) section previously outlined in Exhibit B-I and B-II. The Increasing Plans/Riders section also previously outlined in Exhibit B-I and B-II has been revised and moved to Exhibit B. The amended Exhibit B attached hereto will replace the current Exhibit B in the Agreement.

2. Exhibit B-I has been amended by deleting the sections on Return of Premium Rider (ROP) and Increasing Plans/Riders. The amended Exhibit B-I attached hereto will replace the current Exhibit B-I in the Agreement.

3. Exhibit B-II has been amended by deleting the sections on Return of Premium Rider (ROP) and Increasing Plans/Riders. The amended Exhibit B-II attached hereto will replace the current Exhibit B-II in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Oct 20, 2006	Date:	Oct 31/06

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    David Gates	By:	/s/    Unknown
	David Gates
Title:	SVP	Title:	Associate General Counsel
Date:	10/26/2006	Date:	10/26/2006

EXHIBIT A-I

Page 1

(Revised as of January 20, 2006)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Coverage Commencement Date of this Agreement, or the applicable Plan Launch Date, if later, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured

Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		Bl	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manu life Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		Bl	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006

EXHIBIT A-I

Page 2

(Revised as of January 20, 2006)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1,2005
STREM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1,2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1,2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1,2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1,2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1,2005

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

EXHIBIT B

Page 1

(Revised as of January 1, 2005)

GENERAL PROVISIONS

1. COVERAGE COMMENCEMENT DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A and B Lists” outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A and/ or B lists” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A and B List” shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

For policies on lives, which qualify for Automatic Reinsurance Coverage, 20% (twenty percent) first-dollar quota share of the policy, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D, will be reinsured with the Reinsurer. It is understood that once the Company is fully retained, according to its corporate retention limits specified in Exhibit C, a maximum of 25% (twenty-five percent) first-dollar quota share of the policy will be reinsured with the Reinsurer equal up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

Any application may be offered for Facultative Reinsurance Coverage.

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

EXHIBIT B

Page 2

(Revised as of January 1, 2005)

11. RATE GUARANTEE:

YRT Rates:

A. The YRT reinsurance rates set out in this sub-section are fixed for the 12-month period following the issue date of any policy reinsured under this agreement. Thereafter the Reinsurer, in its sole discretion, may increase the premiums, provided:

(i) Reinsurance rates may not exceed the U.S. statutory net valuation premium applicable to the Reinsured Policies, calculated using the appropriate guaranteed mortality table and interest assumption

(ii) Any increase will only be implemented pursuant to [*] as those provided in the policies reinsured herein.

B. At any time during the twelve month period following such an increase as outlined in A above, The Company shall have the right, at its option, to recapture all, but not less than all, of the Reinsured Policies on which reinsurance rates have been so increased, regardless of the Reinsured Policies’ duration in force. The recapture settlement amount will be an amount equal to the portion of the unearned gross reinsurance premiums attributable to the recaptured business, net of any unearned reinsurance allowances, all determined as of the effective date of the recapture. The Reinsurer will pay the recapture settlement amount required not later than forty-five (45) days following final determination of such amount.

C. In addition to the rights provided for in A above, reinsurance rates may be increased if The Company [*]. The Company will provide to the Reinsurer written notice of their intention to increase [*] on business ceded hereunder. If The Company increases [*] the Reinsurer will be allowed to increase the YRT rates [*] under the terms of this agreement. For any changes in the [*], Reinsurer may increase reinsurance rates such that [*].

Deficiency Reserves:

The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that Reinsurer will not be required to hold any amount of U.S. “statutory deficiency reserves” by virtue of the assurances provided in Sections A, B and C above. Should this language prove insufficient and the Reinsurer is or may be required to establish or maintain any such deficiency reserve amounts by an insurance regulatory authority, upon the receipt of Reinsurers written notice to The Company thereof, above paragraphs titled, YRT Rates, will be automatically amended to delete the provisions of A (ii) hereof without any further formalities or actions. For purposes of clarity, this agreement is premised upon it not causing the Reinsurer to hold deficiency reserves.

12. MINIMUM FINAL CESSION: Zero

EXHIBIT B

Page 3

(Revised as of January 1, 2005)

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy.

15. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

Recapture will be in the form of a decrease in the quota share percentage ceded to the pool, which will apply to all in force business under this Agreement.

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

19. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which, also include No Lapse Guarantee protection the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

EXHIBIT B

Page 4

(Revised as of January 1, 2005)

20. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

a. Manulife Legacy Product

Policy increases are subject to new underwriting evidence and will be considered new business and such increases will only be ceded to this pool if the pool remains open to other new business.

b. John Hancock Legacy Product

Policy increases are subject to new underwriting evidence and will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

c. John Hancock Product

Policy increases are subject to new underwriting evidence and will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.) the increase(s) arc scheduled and known at issue; or

ii.) the ultimate death benefit has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not specified in the Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

EXHIBIT B-I

Page 1

(Revised as of January 1, 2005)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Preferred Non-Smoker	[*]%	[*]%
Standard Non Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

EXHIBIT B-I

Page 2

(Revised as of January 1, 2005)

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[l-(l-YRTrate_unrated/1000)^{multiple rating}, 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

EXHIBIT B-II

Page 1

(Revised as of January 1, 2005)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Male	Female
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

EXHIBIT B-II

Page 2

(Revised as of January 1, 2005)

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[1-(l-YRTrate_unrated/l000)^{multiple rating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

EXHIBIT B-II

Page 3

(Revised as of January 1, 2005)

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

AMENDMENT No. 3

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No.3 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

It is hereby agreed that the Reinsurance Agreement BM19C01 effective January 1, 2005 (hereinafter referred to as the “Agreement”) made between the Company and the Reinsurer together with any Amendments, which have subsequently been incorporated, as part of this Agreement shall be amended as follows:

Effective as of August 1, 2006 the Reinsurer has agreed to accept for coverage under this Agreement, cases referred to by the Company as the Wellington Executives. Schedule A of Amendment No. 3 attached outlines the details pertaining to the Wellington Executives.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories on the dates below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	MARCH 9, 2007	Date:	Mar 15/07

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    David Gates	By:	/s/    Unknown
	David Gates
Title:	SVP	Title:	Associate General Counsel
Date:	2/23/2007	Date:	2/23/2007

Schedule A to Amendment No. 3

Reinsurance Agreement BM19C01, effective January 1, 2005

Wellington Executives

• Product(s): All Permanent Products

• Policies: Personally owned

• Underwriting Requirements:

– Maximum Policy face amount of $1,000,000

– Formal application. Note: application may not be older than 6 months

– Attending Physician’s Statement with an Executive physical containing a blood profile, and EKG if required for age and amount, all completed within twelve (12) months prior to the date of the application

– John Hancock health questionnaire

– Oral fluids (HIV, Cotinine and cocaine)

– MVR (Motor Vehicle Report)

– MIB (Medical Information Bureau) will be obtained

• Reporting Requirements:

– The Company will assign a unique treaty code to all policies ceded under this Agreement that are underwritten under this Wellington Executives underwriting program. The Company on its monthly electronic billing file will report this treaty code

AMENDMENT NO. 4

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No.4 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19C01, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, it is agreed that the following Plans outline in the table below will be reinsured under the terms and conditions of the Agreement as of their respective launch dates.

Acronym	Plan Name	Launch Date
SULG6	Protection Survivorship UL G 2006	May 1, 2006
PUL06	Performance Universal Life 2006	July 31, 2006
PSUL6	Performance Survivorship Universal Life 2006	September 25, 2006

THEREFORE effective as of May 1, 2006, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above. The revised Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:		Date:	Mar 15/07

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    David Gates	By:	/s/    Unknown
	David Gates
Title:	SVP	Title:	Associate General Counsel
Date:	2/6/2007	Date:	2/06/2007

EXHIBIT A-I

Page 1

(Revised as of May 1, 2006)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Coverage Commencement Date of this Agreement, or the applicable Plan Launch Date, if later, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured

Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VU102	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COL1 Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COL1 Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COL1 Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		m	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006

EXHIBIT A-I

Page 2

(Revised as of May 1, 2006)

Plans Reinsured

Acronym	Survivorship Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STREM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option Rider
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLl	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

AMENDMENT NO. 5

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No.5 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the date(s) stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19C01, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 1, 2007 (the Effective Date) the Company and the Reinsurer have agreed that for single life policies with issue ages 71 and above, the Company will retain the first $5,000,000 of the face amount and cede the remainder to the pool on a quota share basis;

THEREFORE as of the Effective Date, the Agreement shall be amended as follows:

1. Exhibit AIII, Pool Reinsurers, has been revised to show each reinsurer’s automatic share of the ceded portion of any policy reinsured under the Agreement. The revised Exhibit AIII attached will replace the current Exhibit AIII in the Agreement; and

2. Exhibit B, Section 5, Reinsurance Coverage has been revised to outline how reinsurance coverage will vary by plan type and issue age of the insured. The revised Exhibit B attached will replace the current Exhibit B in the Agreement; and

3. Language pertaining to the Company’s retention percentage has be deleted for Exhibit C and relocated to Exhibit B, Section 5. The revised Exhibit C attached will replace the current Exhibit C in the Agreement; and

4. Exhibit D has been revised as follows:

a. Language pertaining to the total percentage ceded to the pool has been deleted because it is not applicable to all reinsurance coverage under the Agreement; and

b. Language pertaining to the Reinsurer’s quota share percentage has be deleted and relocated to Exhibit B, Section 5.

The revised first page of Exhibit D is attached and will replace the current first page of Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	FEB 20, 2007	Date:	Feb 5/07

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    Unknown	By:	/s/    Jay Kinnamon
			Jay Kinnamon
Title:	Associate General Counsel	Title:	SVP
Date:	1/25/2007	Date:	1/25/07

EXHIBIT A-III

(Revised as of January 1, 2007)

POOL PARTICIPANTS

@ January 1, 2005

REINSURER	AUTOMATIC SHARES OF CEDED PORTION
Transamerica Occidental Life Insurance Company	37.5	%
Munich American Reassurance Company	25	%
Generali USA Life Reassurance Company	25	%
Optimum Reassurance Inc.	12.5	%

EXHIBIT B

Page 1

(Revised as of January 1, 2007)

GENERAL PROVISIONS

1. COVERAGE COMMENCEMENT DATE OF AGREEMENT: January 1, 2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated.

3. RESIDENCY REQUIREMENTS: The individual risk must be a U.S. resident at the time of application. An insured that resides for more than six months per year in the United States, Puerto Rico, Guam and the U.S. Virgin Islands will be considered a U.S. resident.

Insureds traveling abroad for up to five years, who, prior to the travel, are U.S. residents and who will be returning to U.S. resident status within the five year period, shall be covered under this Agreement provided that the travel is to countries listed in the Company’s “A and B Lists” outlined in Exhibit D. The Company will obtain consensus with the Reinsurer prior to making any changes to the “A and/ or B lists” of countries and will provide the Reinsurer with the updated listing.

Residents of countries listed in the Company’s “A and B List” shall be covered under this Agreement.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE: Reinsurance coverage will vary by type of plan and issue age of the insured as follows:

Survivorship Plan – All Issue Age Combinations; Single Life Plans – Issue Ages 70 and below

For policies, which qualify for Automatic Reinsurance Coverage, the Company will retain 20% (twenty percent) of the policy, and will reinsure 20% (twenty percent) of the policy, on a first dollar quota share basis, with the Reinsurer, up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D. However, the Company’s retained percentage may be reduced to a minimum of 0% (zero percent), so that the Company does not exceed its Corporate Retention Limit, as specified in Exhibit C, for the life insured, and correspondingly, the Reinsurer ceded percentage may be increased to a maximum of 25% (twenty-five percent), up to the Reinsurer’s Automatic Acceptance Limits.

Single Life Plans – Issue Ages 71 and above

For policies which qualify for Automatic Reinsurance Coverage, the Company will retain the first $5 million of Face amount, subject to its Corporate Retention Limit specified in Exhibit C, and will reinsure the excess portion of the policy (if any) to the pool. The Reinsurer’s share of the pool is 25% up to the Reinsurer’s Automatic Acceptance Limits specified in Exhibit D.

As such, the Company’s retained percentage will be determined as the ratio of (a) an excess threshold of $5 million over (b) the Face Amount of the policy at issue. However, the excess threshold may be reduced to a minimum of $0, so that the Company does not exceed its Corporate Retention Limit. The Company’s retained percentage will be determined at issue, and remained unchanged over the life of the policy, and will not exceed 100%.

For policies with increasing death benefits, the same methodology will be applied to determine the Company’s retained percentage, except that the calculation will be based on Ultimate Death Benefit rather than Face Amount at issue.

Any application may be offered for facultative coverage.

EXHIBIT B

Page 2

(Revised as of January 1, 2007)

6. REINSURANCE BASIS: Yearly Renewable Term based on true mortality rating regardless of what the Company charges its insureds.

7. RATE CRITERIA: The rates set out in the sub-section(s) of Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid monthly in advance. The monthly YRT rate will equal the annual YRT rate in the sub-section(s) of Exhibit B, divided by twelve (12).

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

11. RATE GUARANTEE:

YRT Rates:

A. The YRT reinsurance rates set out in this sub-section are fixed for the 12-month period following the issue date of any policy reinsured under this agreement. Thereafter the Reinsurer, in its sole discretion, may increase the premiums, provided:

(i) Reinsurance rates may not exceed the U.S. statutory net valuation premium applicable to the Reinsured Policies, calculated using the appropriate guaranteed mortality table and interest assumption

(ii) Any increase will only be implemented pursuant to a [*] as those provided in the policies reinsured herein.

B. At any time during the twelve month period following such an increase as outlined in A above, The Company shall have the right, at its option, to recapture all, but not less than all, of the Reinsured Policies on which reinsurance rates have been so increased, regardless of the Reinsured Policies’ duration in force. The recapture settlement amount will be an amount equal to the portion of the unearned gross reinsurance premiums attributable to the recaptured business, net of any unearned reinsurance allowances, all determined as of the effective date of the recapture. The Reinsurer will pay the recapture settlement amount required not later than forty-five (45) days following final determination of such amount.

C. In addition to the rights provided for in A above, reinsurance rates may be increased if the Company [*] on any business ceded hereunder. The Company will provide to the Reinsurer written notice of their intention to increase [*] on business ceded hereunder. If the Company increases [*] the Reinsurer will be allowed to increase the YRT rates [*] under the terms of this agreement. For any changes in the [*], Reinsurer may increase reinsurance rates such that the [*].

EXHIBIT B

Page 3

(Revised as of January 1, 2007)

Deficiency Reserves:

The Company and the Reinsurer agree that the terms of this reinsurance have been determined on the mutual assumption that Reinsurer will not be required to hold any amount of U.S. “statutory deficiency reserves” by virtue of the assurances provided in Sections A, B and C above. Should this language prove insufficient and the Reinsurer is or may be required to establish or maintain any such deficiency reserve amounts by an insurance regulatory authority, upon the receipt of Reinsurers written notice to the Company thereof, above paragraphs titled, YRT Rates, will be automatically amended to delete the provisions of A (ii) hereof without any further formalities or actions. For purposes of clarity, this agreement is premised upon it not causing the Reinsurer to hold deficiency reserves.

12. MINIMUM FINAL CESSION: Zero

13. RATES APPLICABLE TO INCREASES: First year reinsurance premium rates and allowances shall apply to the amount of a contractual or non-contractual increase that was granted subject to the Company’s full new business underwriting rules.

14. YRT RATES FOR CONVERSIONS: The policy arising from the conversion shall continue on the same set of YRT rates as used for the original cession using the issue age and current duration of the original policy.

15. RECAPTURE IN FORCE PERIOD:

20 Years for Single Life and Joint Life policies

Recapture will be in the form of a decrease in the quota share percentage ceded to the pool, which will apply to all in force business under this Agreement.

16. NET AMOUNTS AT RISK:

Traditional Whole Life Products

The Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy cash value.

Interest Sensitive Products

For Death Benefit Option 1, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any) less policy fund value.

For Death Benefit Option 2, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus paid-up additions and/or one-year term additions (if any).

For Death Benefit Option 3, the Net Amount at Risk is defined as the base face amount plus rider face amount (if any) plus the premium account less policy fund value (for cash accumulator only).

17. LOANS AND DIVIDENDS: The Reinsurer shall not participate in policy loans nor be liable for any dividend payments.

18. TRANSITIONAL POLICIES: Policies underwritten using the Company’s prior Underwriting Guidelines and issued between January 1, 2005 and March 31, 2005 will be reinsured under this Agreement.

19. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which, also include No Lapse Guarantee protection the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

EXHIBIT B

Page 4

(Revised as of January 1, 2007)

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

20. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

a. Manulife Legacy Product

Policy increases arc subject to new underwriting evidence and will be considered new business and such increases will only be ceded to this pool if the pool remains open to other new business.

b. John Hancock Legacy Product

Policy increases arc subject to new underwriting evidence and will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

c. John Hancock Product

Policy increases arc subject to new underwriting evidence and will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the ultimate death benefit has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Jumbo limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not specified in the Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

EXHIBIT C

(Revised as of January 1, 2007)

RETENTION LIMITS

Life:

Individual Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0 – 80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81 – 85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86 – 90	$5,000,000	$2,000,000	Uninsurable	Uninsurable

Retention Reduction:

Retention is reduced by 50% for an Aviation risk

Survivorship Corporate Retention Limits:

a. For age 0 – 80 equals the sum of the individual lives’ retention limits, not to exceed $20,000,000 or $25,000,000.

b. If one of the lives is age 81 – 90 or is uninsurable, maximum retention limit (the sum of the individual lives’ retention limits) is $20,000,000.

c. If both lives are age 81 – 90, the maximum retention (the sum of the individual lives’ retention limits) is $10,000,000.

d. If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EXHIBIT D

(Revised as of January 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life)¹:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$50,000,000	$50,000,000	$50,000,000	$25,000,000
76 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 – 80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,00	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$12,500,000	$12,500,000	$12,500,000	$6,250,000
76 – 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,500	Nil
86 – 90	$625,000	Nil	Nil	Nil

¹ The “better life” is the life that is expected to live longer, based on generally recognized mortality assumptions. Where the two lives have the same life expectancy, the “better life” will be the younger life.

AMENDMENT NO. 6

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No. 6 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the date(s) stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19C01, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, a clerical error was discovered in the listing of the Issue Ages, in the Survivorship Automatic Limits tables outlined in Exhibit D, which currently reads 0 – 75 and 76 – 80 but should read 0 – 70 and 71 – 80 respectively;

THEREFORE the Issue Ages in the Survivorship Automatic Limits tables outlined in Exhibit D has been corrected to read 0 – 70 and 71 – 80.

The attached Exhibit D revised as of January 1, 2005 will replace the original Exhibit D in the treaty and the attached Exhibit D, revised as of January 1, 2007 will replace Exhibit D in Amendment # 5.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	April 20, 2007	Date:	May 7/07

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    Unknown	By:	/s/    David Gates
			David Gates
Title:	Associate General Counsel	Title:	SVP
Date:	7/11/2007	Date:	7/11/2007

EXHIBIT D

(Revised as of January 1, 2005)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The Company reinsures 80% of the risk. Once (if) the Company’s corporate retention is full, 100% of the risk is reinsured. The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$50,000,000	$25,000,000
71 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

The Reinsurer agrees to accept 20% (twenty percent) first dollar quota share of the policy or 25% (twenty-five percent) of the Automatic Reinsurance Pool Capacity, (as specified in Exhibit B), up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits, below. It is understood that if the Company’s corporate retention limits are full on a life, 100% of the risk will be ceded to the pool of which the Reinsurer’s share is 25% (twenty-five percent) up to the limits outlined in the Reinsurer’s Automatic Acceptance Limits

Individual Automatic Limits:

Issue Age	Super Pref./Pref./Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 – 80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,00	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$12,500,000	$12,500,000	$12,500,000	$6,250,000
71 – 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,500	Nil
86 – 90	$625,000	Nil	Nil	Nil

EXHIBIT D

(Revised as of January 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl.4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life)¹:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$50,000,000	$25,000,000
71 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 – 80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,00	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$12,500,000	$12,500,000	$12,500,000	$6,250,000
71 – 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,500	Nil
86 – 90	$625,000	Nil	Nil	Nil

¹ The “better life” is the life that is expected to live longer, based on generally recognized mortality assumptions. Where the two lives have the same life expectancy, the “better life” will be the younger life.

AMENDMENT NO. 7

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No.7 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19C01, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of February 1, 2007 (the “Effective Date”), it is agreed that the following plan will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
ULG07	Protection Universal Life 2007

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plan set forth in the table above. The amended Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	March 21, 2007	Date:	Mar 30/07

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    David Gates	By:	/s/    Unknown
	David Gates
Title:	SVP	Title:	Associate General Counsel
Date:	4/24/2007	Date:	4/24/2007

EXHIBIT A-I

Page 1

(Revised as of February 1, 2007)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Coverage Commencement Date of this Agreement, or the applicable Plan Launch Date, if later, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured

Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		Bl	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007

AMENDMENT NO. 9

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No.9 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the date(s) stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19C01, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of June 1, 2007 (the Effective Date) the Company and the Reinsurer have agreed to reduce the Survivorship Automatic Reinsurance Pool Capacity, outlined in Exhibit D of the Agreement as follows:

1. For Issue Ages 0-70 Table 5 to 8, the amount will be reduced from $50,000,000 to $40,000,000; and

2. For Issue Ages 0-70 Table 9 to 16, the amount will be reduced from $25,000,000 to $20,000,000.

THEREFORE as of the Effective Date, Exhibit D, Automatic Limits, of the Agreement has been revised as outlined above. The revised Exhibit D, attached hereto will replace the current Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	JUNE 19, 2007	Date:	June 28/07

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    David Gates	By:	/s/    Unknown
	David Gates
Title:	SVP	Title:	Associate General Counsel
Date:	8/15/2007	Date:	8/15/2007

EXHIBIT D

(Revised as of June 1, 2007)

AUTOMATIC LIMITS

AUTOMATIC REINSURANCE POOL CAPACITY:

The following chart outlines the automatic pool capacity only. The Company’s retention is not included in these amounts. The following limits for the Automatic Reinsurance Pool Capacity apply to policies within the JUMBO limit. If the limits for the Automatic Reinsurance Pool Capacity are exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$40,000,000	$40,000,000	$40,000,000	$20,000,000
76 – 80	$40,000,000	$20,000,000	$15,000,000	$10,000,000
81 – 85	$15,000,000	$15,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life)¹:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$50,000,000	$50,000,000	$40,000,000	$20,000,000
71 – 80	$25,000,000	$25,000,000	$25,000,000	$10,000,000
81 – 85	$5,000,000	$5,000,000	$5,000,000	Nil
86 – 90	$2,500,000	Nil	Nil	Nil

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

Individual Automatic Limits:

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 75	$10,000,000	$10,000,000	$10,000,000	$5,000,000
76 – 80	$10,000,000	$5,000,000	$3,750,000	$2,500,000
81 – 85	$3,750,000	$3,750,000	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

Survivorship Automatic Limits (based on the better life):

Issue Age	Super Pref./Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 70	$12,500,000	$12,500,000	$10,000,000	$5,000,000
71 – 80	$6,250,000	$6,250,000	$6,250,000	$2,500,000
81 – 85	$1,250,000	$1,250,000	$1,250,000	Nil
86 – 90	$625,000	Nil	Nil	Nil

¹ The “better life” is the life that is expected to live longer, based on generally recognized mortality assumptions. Where the two lives have the same life expectancy, the “better life” will be the younger life.

AMENDMENT NO. 10

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No.10 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19C01, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, effective as of July 16, 2007 (the “Effective Date”), it is agreed that the following plan will be reinsured under the terms and conditions of the Agreement.

Acronym	Plan Name
SVL07	Survivorship Variable UL 2007

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 2 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been amended to include the plan set forth in the table above. The revised Page 2 of Exhibit A-I attached hereto will replace the most current Page 2 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:		Date:	July 24/07

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    David Gates	By:	/s/    Unknown
	David Gates
Title:	SVP	Title:	Associate General Counsel
Date:	8/15/2007	Date:	8/15/2007

EXHIBIT A-I

Page 2

(Revised as of July 16, 2007)

Plans Reinsured
Acronym	Survivorship Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STERM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006
SVL07	Survivorship Variable UL 2007	John Hancock	July 2007		BII	July 16, 2007

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	ROP	Return of Premium
CEO	Cash Enhancement Option	ROPE	Return of Premium Payable on the Last Death
ChLI	Change of Life Insured	N/A	6 Month Exchange (applicable to all plans)
ENLG	Extended No Lapse Guarantee	STI (SIO)	Supplementary Term Insurance
LP	Life Plus
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force report.

AMENDMENT NO. 12

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALl USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No. 12 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM94C01, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of September 12, 2007 (the “Effective Date”), the Company and the Reinsurer agree that the following plan, which includes the new Standard Plus underwriting classification, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
ULG7R	Protection UL-G Re-priced 2007R

AND WHEREAS, the Reinsurer has introduced new pricing factors applicable to plans under policies having the additional underwriting class, Standard, Plus;

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

1. Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plan set forth in the table above. The revised Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement; and

2. Exhibit B-I: Single Life, Instructions for Administration – YRT Premium Rates, section 2 has been revised to include new pricing factors for single life policies with plans that have six underwriting classes. The revised Exhibit B-I attached hereto will replace the most current Exhibit B-I in the Agreement; and

3. Exhibit B-II; Survivorship Life, Instructions for Administration – YRT Premium Rates, section 2 (ii) has been revised to include pricing factors for survivorship policies with plans that have six underwriting classes. The revised Exhibit B-II attached hereto will replace the most current Exhibit B-II in the Agreement; and

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Nov 26/07	Date:	Dec 4/07

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    Unknown	By:	/s/    David Gates
			David Gates
Title:	Associate General Counsel	Title:	SVP
Date:	2/15/2008	Date:	2/15/2008

EXHIBIT A-I

Page 2

(Revised as of September 12, 2007)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Coverage Commencement Date of this Agreement, or the applicable Plan Launch Date, if later, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Plan Launch	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1,2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1,2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007

EXHIBIT B-I

(Revised as of September 12, 2007)

SINGLE LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Plus Non-smoker / Residual Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated using the [*]. The rates are shown on a per thousand dollar basis.

The appropriate percentage of the attached rates, indicated in the following table, will be applied to single life policies except that the first policy year rate will be [*].

Effective as of January 1, 2005:

For Polices with five Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Preferred Non-Smoker	[*]%	[*]%
Standard Non Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

Effective as of September 12, 2007 (the following table is added):

For Polices with Six Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Plus Non-Smoker	[*]%	[*]%
Residual Non-Smoker	[*]%	[*]%
Aggregate Non-Smoker**	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

** The Aggregate Standard NS pricing factors are used only when calculating substandard premiums for non-smoker risks.

EXHIBIT B-I

Page 2

(Revised as of September 12, 2007)

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor to determine the reinsurance premium.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

(ii) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s interest sensitive products reinsured hereunder, the attached standard rates apply. The rates are increased by twenty-five percent (25%) for each table of substandard mortality and are adjusted for multiple table extras using the following formula:

YRTrate_rated = l000 x { min[l-(l-YRTrate_unrated/1000)^{multiple rating}, 1] }

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

4. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer.

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

EXHIBIT B-II

(Revised as of September 12, 2007)

SURVIVORSHIP LIFE

INSTRUCTIONS FOR ADMINISTRATION -YRT PREMIUM RATES

1. All business will be reinsured on a Preferred Smoker / Standard Smoker / Super Preferred Non-smoker / Preferred Non-smoker / Standard Plus Non-smoker / Residual Non-smoker basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

2. The life reinsurance rates are shown on a per thousand dollar basis and shall be calculated as follows:

(i) Choose the appropriate single life YRT rates per $1,000, which vary by gender, issue age, and underwriting class.

(ii) Multiply the [*] Mortality Table by the appropriate percentage as follows:

Effective as of January 1, 2005:

For Policies with five Underwriting Classes

Underwriting Class	Rate as a function of [*]
	Male	Female
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

For Policies with four Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Preferred Non-Smoker	[*]%	[*]%
Standard Non-Smoker	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

Effective as of September 12, 2007 (the following table is added):

For Polices with Six Underwriting Classes:

Underwriting Class	Rate as a function of [*]
	Male	Female
Super Preferred Non-Smoker	[*]%	[*]%
Preferred Non-Smoker	[*]%	[*]%
Standard Plus Non-Smoker	[*]%	[*]%
Residual Non-Smoker	[*]%	[*]%
Aggregate Non-Smoker**	[*]%	[*]%
Preferred Smoker	[*]%	[*]%
Standard Smoker	[*]%	[*]%

** The Aggregate Standard NS pricing factors are used only when calculating substandard premiums for non-smoker risks.

EXHIBIT B-II

Page 2

(Revised as of September 12, 2007)

(iii) “Blend” the two single life YRT rates using the Frasierization calculation.

(iv) For first year, set the premium to [*].

(v) For renewal years, take the larger of [*] per $1,000 or the YRT rate developed in (i) to (iii) above.

3. (i) MULTIPLE EXTRAS: For substandard risks issued at table ratings for the Company’s non-interest sensitive products reinsured hereunder, the attached standard YRT rates apply. Multiply the rates by the appropriate mortality factor below. The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

Percentage Rating	Table Rating	Percentage Rating	Table Rating
100%	00	325%	09
125%	01	350%	10
150%	02	375%	11
175%	03	400%	12
200%	04	425%	13
225%	05	450%	14
250%	06	475%	15
275%	07	500%	16
300%	08

Note: On survivorship policies where one life is uninsurable, the uninsurable risk will be assigned a rating up-to and including 5000%.

(ii) MULTIPLE EXTRAS: YRT rates are increased by 25% for each table of substandard mortality. For Survivorship life business, the single life rates are adjusted with the appropriate multiple extras prior to the application of the Frasierization calculation.

Single Life YRT rates for Interest Sensitive Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = 1000 x { min[l-(l-YRTrate_unrated /1000)^{multiple rating} , 1] }

Single Life YRT rates for Traditional Whole Life Products are adjusted for multiple table extras using the following formula:

YRTrate_rated = YRTrate_unrated x Multiple Rating

• the multiple rating is expressed as a decimal, i.e., if it is a 250% rating, then 2.5 is used.

The single life rates are adjusted with the appropriate multiple extras prior to the Frasierization calculation.

4. FLAT EXTRAS: The single life YRT rates are adjusted for any flat extras.

EXHIBIT B-II

Page 3

(Revised as of September 12, 2007)

5. ALLOWANCES ON FLAT EXTRAS:

Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) prior to the application of the Frasierization calculation (i.e., net of 10% reinsurance allowance for temporary flat extras).

Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

25% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years, prior to the application of the Frasierization calculation (i.e., net of 75% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

6. POLICY SPLIT OPTION RIDER:

For Survivorship Second-to-Die policies issued with a PSO rider, when the Policy Split Option is exercised, single life YRT reinsurance premiums will be applied point-in-scale.

7. MATURITY EXTENSION FEATURE:

At attained age 100 of the younger or surviving life (as applicable to the original policy form), all reinsurance premiums cease.

AMENDMENT NO. 13

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No. 13 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19CO1, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of January 28, 2008 (the “Effective Date”), the Company and the Reinsurer agree that the following plans, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
PUL08	Performance Universal Life 2008
SULG8	Protection Survivorship UL G 2008

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above. The revised Exhibit A-I attached hereto will replace the most current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Feb 20/08	Date:	Feb 25/08

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    Unknown	By:	/s/    David Gates
			David Gates
Title:	Associate General Counsel	Title:	SVP
Date:	7/18/2008	Date:	7/18/2008

EXHIBIT A-I

Page 1

(Revised as of January 28, 2008)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured

Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007
PUL08	Performance Universal Life 2008	John Hancock	January 2008		BI	January 28, 2008

EXHIBIT A-I

Page 2

(Revised as of January 28, 2008)

Plans Reinsured

Acronym	Survivorship Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
TMS97	Survivorship 97	Manulife Legacy	January 1997		BII	January 1, 2005
STERM	Survivorship Term	Manulife Legacy	January 1999		BII	January 1, 2005
S2CVD	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
S2CVL	Survivorship Universal Life (CV Enhancement)	Manulife Legacy	January 2003		BII	January 1, 2005
SVL03	Survivorship Venture VUL	Manulife Legacy	March 2003		BII	January 1, 2005
SUL04	Survivorship Universal Life 2004	Manulife Legacy	February 2004		BII	January 1, 2005
SULG6	Protection Survivorship UL G 2006	John Hancock	May 2006		BII	May 1, 2006
PSUL6	Performance Survivorship Universal Life 2006	John Hancock	September 2006		BII	September 25, 2006
SVL07	Survivorship Variable UL 2007	John Hancock	July 2007		BII	July 16, 2007
SULG8	Protection Survivorship UL G 2008	John Hancock	January 2008		BII	January 28, 2008

Product Origin:

Manulife Legacy - Manulife pre-merger products

John Hancock - Post merger products

John Hancock Legacy - JHVLICO and JHLICO pre-merger products

Riders & Benefits Reinsured
Acronym	Rider / Benefit	Acronym	Rider / Benefit
AL	Additional Life Rider	PPR	Policy Protection Rider
N/A	Maturity Extension (applicable to all plans)	PSO	Policy Split Option
CEO	Cash Enhancement Option	ROP	Return of Premium
ChLI	Change of Life Insured	ROPE	Return of Premium Payable on the Last Death
ENLG	Extended No Lapse Guarantee	N/A	6 Month Exchange (applicable to all plans)
LP	Life Plus	STI (SIO)	Supplementary Term Insurance
SFA	Supplemental Face Amount

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force report.

AMENDMENT NO. 14

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company and the Reinsurer have entered into Reinsurance Agreement No BM19C01 effective January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, as of January 31, 2008 (the Effective Date) the Company’s Retention Limits, outlined in Exhibit C of the Agreement were increased as follows:

1. For Issue Ages 81-85, Standard to Table 4, the amount will be increased from $8,000,000 to $10,000,000; and

2. For Issue Ages 86-90, Standard, the amount will be increased from $5,000,000 to $7,500,000.

THEREFORE as of the Effective Date, Exhibit C, Retention Limits, of the Agreement has been revised as outlined above. The revised Exhibit C, attached hereto will replace the current Exhibit C in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Mar 9/08	Date:	Mar 24/08

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    Unknown	By:	/s/    David Gates
			David Gates
Title:	Associate General Counsel	Title:	SVP
Date:	7/31/2008	Date:	7/31/2008

EXHIBIT C

Page 1

(Revised as of January 31, 2008)

RETENTION LIMITS

Effective as of January 1, 2005 to January 30, 2008:

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0 – 80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81 – 85	$8,000,000	$8,000,000	$2,000,000	Uninsurable
86 – 90	$5,000,000	$2,000,000	Uninsurable	Uninsurable

Retention Reduction:

Retention is reduced by 50% for an Aviation risk.

Survivorship Corporate Retention Limits:

a. For age 0 – 80 equals the sum of the individual lives’ retention limits, not to exceed $20,000,000 or $25,000,000.

b. If one of the lives is age 81 – 90 or is Uninsurable, maximum retention limit (the sum of the individual lives’ retention limits) is $20,000,000.

c. If both lives are age 81 – 90, the maximum retention (the sum of the individual lives’ retention limits) is $10,000,000.

d. If one life on a survivorship exceeds the maximum mortality for his/her age or is Uninsurable, the maximum retention is the single life retention that is available for the healthy life.

EXHIBIT C

Page 2

(Revised as of January 31, 2008)

Effective as of January 31, 2008:

Single Life Corporate Retention Limits:

Issue Age	Super Pref./ Pref./ Std	Tbl. 1 – Tbl. 4	Tbl. 5 – Tbl. 8	Tbl. 9 – Tbl. 16
0 – 80	$20,000,000	$20,000,000	$10,000,000	$5,000,000
0 – 80 (Aviation)	$10,000,000	$10,000,000	Uninsurable or offer $10,000,000 with aviation exclusion for single life only	Uninsurable or offer $5,000,000 with aviation exclusion for single life only
81 – 85	$10,000,000	$10,000,000	$2,000,000	Uninsurable
86 – 90	$7,500,000	$2,000,000	Uninsurable	Uninsurable

Retention Reduction:

Retention is reduced by 50% for an Aviation risk. If the mortality rating is in excess of Table 4, the Reinsurer will only offer single life coverage with an aviation exclusion rider and survivorship coverage with the Proposed Insured as uninsurable. However, if a single life policy is issued with an aviation exclusion rider, the Reinsurer will offer its share of Automatic Acceptance Limit based on the Proposed Insured’s age and mortality rating.

Survivorship Corporate Retention Limits:

a. If both lives are age 0 – 80, then retention equals the sum of the individual lives’ retention limits, not to exceed a maximum of $25,000,000.

b. If one of the lives is age 81 – 90 or is uninsurable and the other life is age 80 or younger, the maximum retention limit is $20,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

c. If both lives are age 81 – 90, the maximum retention is $10,000,000 (the sum of the individual lives’ retention limits). This retention is based on the mortality rating of both lives.

d. If one life on a survivorship exceeds the maximum mortality for his/her age or is uninsurable, the maximum retention is the single life retention that is available for the healthy life.

INTER-COMPANY CONVERSIONS & INTER-COMPANY REPLACEMENTS

AMENDMENT

to the

REINSURANCE AGREEMENTS

between

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

(hereinafter referred to as the “Company”)

of Bloomfield Hills, Michigan

and

GENERALI USA LIFE REASSURANCE COMPANY

(hereinafter referred to as “the Reinsurer”)

of Kansas City, Missouri

WHEREAS, the Company and the Reinsurer have entered into various Reinsurance Agreement(s) listed in Attachment I (hereinafter referred to as the “Agreements”) where the Company has ceded and the Reinsurer has accepted a portion of the Company’s life insurance policies, supplementary benefits and riders for plans described therein, subject to the terms and conditions of the respective Agreements; and

WHEREAS, the Agreements allow for continuation of reinsurance upon policies that have become subject to internal conversions and internal replacements, with respect to which the Company remains the issuing insurance company; and

WHEREAS, the Company desires to amend the Agreements to allow for continuation of reinsurance of policies originally reinsured under the Agreements that have become subject to conversions and replacements between the Company and its affiliate companies (referred to as “inter-company conversions” and “inter-company replacements”);

THEREFORE, in order to facilitate the reinsurance of such policies under the Agreements, as described in the above paragraph, the Company and the Reinsurer have agreed effective as of the later of April 28, 2004 or the Treaty Effective Date of each of the Agreements as listed in Attachment I:

1. To allow for conversions and replacements between the Company and its affiliate companies (referred to as “inter-company conversions” and “inter-company replacements”) of policies reinsured under the Agreements. As a result, policies that undergo inter-company conversions and inter-company replacements that were originally issued by the Company under the Agreements, and that are now issued from the Company’s affiliate companies that are not parties to the Agreements, will continue to be reinsured under the Agreements on the same basis as if the conversion or replacement had been made with the Company.

2. To add the Company’s affiliate companies, John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company as ceding companies under the Agreements. The sole purpose for the addition of John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company as ceding companies under the Agreements is to accommodate policies arising from inter-company conversions and inter-company replacements from policies originally issued by the Company. John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company and John Hancock Variable Life Insurance Company shall not issue or cede any original policies under the Agreements.

All other terms and provisions of the Agreements not specifically modified herein, will remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories as of the date first written above.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP & CFO, U.S. Insurance	Title:	AVP Product Development
Date:	May 7/08	Date:	May 13/08

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    Unknown	By:	/s/    David Gates
			David Gates
Title:	Associate General Counsel	Title:	SVP
Date:	7/18/2008	Date:	7/18/2008

Attachment 1

JH Treaty Code	Treaty Description	Treaty Effective Date
BM00F02	Facultative Coinsurance Life Reinsurance Agreement	01/01/1980
BM00F04	Facultative Coinsurance Reinsurance Agreement	01/04/1982
BM00F05	Facultative Coinsurance Reinsurance Agreement	01/10/1982
BM00O06	Facultative Obligatory Life Reinsurance Agreement	01/03/1985
BM00A07	Automatic Life Reinsurance Agreement	15/03/1989
BM00F08	Facultative Life YRT Reinsurance Agreement	01/04/1992
BM19C01	Automatic/Facultative YRT Reinsurance Agreement	01/01/2005
BM19C02	Automatic YRT Term Reinsurance	01/07/2007

AMENDMENT NO. 16

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No. 16 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19CO1, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of July 14, 2008 (the “Effective Date”), the Company and the Reinsurer agree that the following plan, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
ULG08	Protection UL-G Re-priced 2008

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plan set forth in the table above. The revised Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	JULY 22/08	Date:	July 24/08

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    David Gates	By:	/s/    Unknown
	David Gates
Title:	SVP	Title:	Associate General Counsel
Date:	9/16/2008	Date:	8/6/2008

EXHIBIT A-I

Page 1

(Revised as of July 14, 2008)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Coverage Commencement Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Product Origin	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Life Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007
PUL08	Performance Universal Life 2008	John Hancock	January 2008		BI	January 28, 2008
ULG08	Protection UL-G Re-priced 2008	John Hancock	July 2008		BI	July 14, 2008

AMENDMENT NO. 17

TO REINSURANCE AGREEMENT NO. BM19C01

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

(hereinafter referred to as “the Reinsurer”)

This Amendment No.17 shall be effective as of the date the last required signature is affixed. The modifications specified in this Amendment shall apply as of the dates stated below.

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No BM19CO1, with a Coverage Commencement Date of January 1, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of September 22, 2008 (the “Effective Date”), the Company and the Reinsurer agree that the following plans, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
AVL09	Accumulation Variable Universal Life - 2009
CVL09	COLI Variable Universal Life - 2009 (Fully Underwritten)

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Page 1 of Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plans set forth in the table above. The revised Page 1 of Exhibit A-I attached hereto will replace the most current Page 1 of Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

a Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	Sep 5/08	Date:	Sept 15/08

Signed for and on behalf of

GENERALI USA LIFE REASSURANCE COMPANY

of Kansas City, Missouri

By:	/s/    Unknown	By:	/s/    David Gates
			David Gates
Title:	Associate General Counsel	Title:	SVP
Date:	8/28/2008	Date:	8/29/2008

EXHIBIT A-I

Page 1

(Revised as of September 22, 2008)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Coverage Commencement Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured

Acronym	Single Life Plans	Product Origin	Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
PWL95	Premier Whole Life 1995	Manulife Legacy	April 1999		BI	January 1, 2005
PLAD2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAL2	EPVUL Variable Universal Lift 02	Manulife Legacy	July 2002		BI	January 1, 2005
PLAA2	EPVUL Variable Universal Life 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAD2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAL2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VLAA2	Venture VUL Accumulator 02	Manulife Legacy	July 2002		BI	January 1, 2005
VUL02	Venture VUL Protector 02	Manulife Legacy	September 2002		BI	January 1, 2005
MULLC	Universal Lite Low Cost	Manulife Legacy	January 2003		BI	January 1, 2005
M3CVD	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
M3CVL	Universal Life 2003 (CV Enhancement)	Manulife Legacy	July 2003		BI	January 1, 2005
MUL04	Universal Life – 2004	Manulife Legacy	May 2004		BI	January 1, 2005
CUL	COLI Universal Life	Manulife Legacy	N/A		BI	January 1, 2005
CVUL	COLI Variable Universal Life	Manulife Legacy	May 2004		BI	January 1, 2005
ULG05	Protection UL 2005	John Hancock	January 2005		BI	January 1, 2005
VUL05	Variable Universal Life 2005	John Hancock	July 2005		BI	July 2005
CVL05	COLI Variable Universal Life 2005	John Hancock	November 2005		BI	November 2005
AUL06	Accumulation Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
AVL06	Accumulation Variable Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
ULG06	Protection Universal Life 2006	John Hancock	January 2006		BI	January 20, 2006
PUL06	Performance Universal Life 2006	John Hancock	July 2006		BI	July 31, 2006
ULG07	Protection Universal Life 2007	John Hancock	February 2007		BI	February 1, 2007
ULG7R	Protection UL-G Re-priced 2007R	John Hancock	September 2007		BI	September 12, 2007
PUL08	Performance Universal Life 2008	John Hancock	January 2008		BI	January 28, 2008
ULG08	Protection UL-G Re-priced 2008	John Hancock	July 2008		BI	July 14, 2008
AVL09	Accumulation Variable Universal Life 2009	John Hancock	September 2008		BI	September 22, 2008
CVL09	COLI Variable Universal Life 2009	John Hancock	September 2008		BI	September 22, 2008

EX-99.(26)(G)(5)

THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

THIS REINSURANCE AGREEMENT

is made between

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

of Bloomfield Hills Michigan

(hereinafter referred to as “the Company”)

and

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

of Orlando, Florida

(hereinafter referred to as “the Reinsurer”)

Effective Date of Agreement: January 19, 2005

John Hancock’s Reinsurance Agreement No: HI19C02

Hannover’s Reinsurance Agreement No: HA-JHUS-01

TABLE OF CONTENTS

ARTICLE I	1
BUSINESS REINSURED	1
Policies, Benefits, and Riders under Plans listed in Exhibit A	1
Currency	1
Underwriting Forms and Evidence	1
ARTICLE II	2
REQUIREMENTS FOR REINSURANCE COVERAGE	2
Automatic Coverage	2
Facultative Coverage	2
ARTICLE III	3
REINSURANCE CESSIONS	3
Automatic Cessions	3
Facultative Cessions	3
Data Notification	3
ARTICLE IV	4
STATEMENT OF ACCOUNT	4
Premium and Claims Accounting	4
Non-Payment of Premiums	4
Unearned Premium	5
ARTICLE V	6
CHANGES TO BUSINESS REINSURED	6
Policy Changes	6
Plan Changes	6
Increase in Amount and Re-underwriting	6
Reductions	7
Special Changes	7
Lapses	7
Reinstatements	7
ARTICLE VI	8
RETENTION LIMIT CHANGES AND RECAPTURE	8
Retention Limit Changes	8
Recapture	8
ARTICLE VII	9
LIABILITY	9
Automatic Reinsurance	9
Facultative Reinsurance	9
Duration	9

ARTICLE VIII	10
CLAIMS	10
Claims Decision	10
Notice of Claim	10
Claim Proofs	10
Death Claims Payable	10
Amount and Payment of Death Claim	10
Contested Claims	10
Misstatement of Age or Sex	11
Expenses	11
Extra Contractual Damages	12
ARTICLE IX	13
DISPUTE RESOLUTION	13
Oversights	13
Arbitration	13
ARTICLE X	15
FINANCIAL IMPAIRMENT AND INSOLVENCY	15
Financial Impairment of Reinsurer	15
Insolvency	15
ARTICLE XI	17
TAXES & EXPENSES	17
DAC Tax	17
The Reinsurer’s Taxes and Expenses	17
ARTICLE XII	18
GENERAL PROVISIONS	18
Alterations to Agreement	18
Parties to Agreement	18
Assignment	18
Entire Agreement	18
Good Faith	18
Offset	19
Duration of Agreement	19
Severability	19
Benefit	19
Confidentiality	19
Construction	19
Lead Reinsurer of Underwriting	19
EXHIBIT A	21
PLANS, RIDERS, AND BENEFITS REINSURED	21
EXHIBIT A-I	22
THE COMPANY’S UNDERWRITING FORMS,	22
AND EVIDENCE	22

EXHIBIT A-II	23
POOL PARTICIPANTS	23
EXHIBIT B	24
GENERAL PROVISIONS	24
EXHIBIT C	26
YRT PREMIUM RATES:	26
INSTRUCTIONS FOR ADMINISTRATION	26
EXHIBIT D	27
RETENTION LIMIT AND AUTOMATIC PARAMETERS	27
EXHIBIT E	29
REINSURANCE REPORTS	29
EXHIBIT F	31
DAC TAX ELECTION	31
EXHIBIT G	32
LEAD REINSURER OF UNDERWRITING	32

ARTICLE I

Business Reinsured

Reinsurance under this Agreement shall be an automatic and a facultative basis.

Policies, Benefits, and Riders under Plans listed in Exhibit A

This Agreement applies to the mortality risk for Guaranteed Issue and Simplified Underwriting for all Corporate Owned Life Insurance (COLI) and Bank Owned Life Insurance (BOLI) Plans, Benefits and Riders listed in Exhibit A and issued by the Company on or after the Effective Date of the Agreement. These plans are reinsured under the General Provisions outlined in Exhibit B and Premium Rates outlined in Exhibit C and are also subject to terms and conditions described elsewhere in this Agreement. Excluded from this Agreement are: Group Term Carve Out and professional athletes and entertainers.

This Agreement is applicable only to reinsurance of policies directly written by the Company. Any policies acquired by the Company through merger of another company, reinsurance, or purchase of another company’s policies is not included under the terms of this Agreement. However, reinsurance of such policies may be arranged by written agreement between the Company and the Reinsurer.

Currency

All cessions under this Agreement shall be affected in the currency specified in Exhibit B. Reinsurance premiums and liabilities shall be expressed and payable in that currency.

Underwriting Forms and Evidence

The Company shall provide full disclosure of all material facts regarding the policies and benefits covered by this Agreement.

The Company’s Underwriting Forms and Evidence, which are available to the Reinsurer, are listed in Exhibit A-II.

1

ARTICLE II

Requirements for Reinsurance Coverage

Automatic Coverage

The Company shall cede to the Reinsurer the life insurance policies, supplementary benefits and riders listed in Exhibit A. The Reinsurer shall automatically accept these policies, supplementary benefits and riders as described in the exhibits of this Agreement, provided that:

(a) the Company keeps its full retention in accordance with the limits as set out in Exhibit D, or otherwise holds its full retention on a life under previously issued inforce policies; and

(b) the Company underwrites cases in accordance to its Simplified and Guaranteed Issue Underwriting Guidelines; and

(c) the Location Limit is defined as the maximum amount issued across all COLI/ BOLI groups in any one or more buildings or structures within a one mile radius that serve as the place of employment for lives covered under a policy at the time of policy issue; and

(d) the application is on a life, which has not knowingly been submitted facultatively by the Company, to the Reinsurer or any other reinsurer within the last three years, unless the reason for submitting the case facultatively no longer applies.

Facultative Coverage

Any cases that do not meet the Automatic Acceptance Limits specified in Exhibit D shall be submitted to the Reinsurer on a facultative basis. The Company also has the option to submit cases facultatively where it has not kept is full retention.

The relevant terms and conditions of this Agreement shall apply to those facultative applications that are accepted by the Reinsurer.

2

ARTICLE III

Reinsurance Cessions

Automatic Cessions

For all automatic cessions, the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company agrees to send copies of the application, underwriting papers and other papers for an automatic cession on any life upon the request from the Reinsurer.

Facultative Cessions

The Company may apply for reinsurance by sending to the Reinsurer copies of all pertinent papers, including the original application, medical examination, inspection reports, physician’s statements, urinalyses, and all other information that the Company may have relating to the insurability of the risk.

The Company shall have ninety (90) days from the date of the Reinsurer’s final offer in which to place the policy with the insured/owner, after which time the Reinsurer’s offer shall expire unless the Reinsurer explicitly states in writing that the offer is extended for some further period.

After consideration of the pertinent papers, the Reinsurer shall promptly inform the Company of its underwriting decision. If the underwriting decision is acceptable to the Company and the Company’s policy is subsequently placed in force in accordance with the Company’s placement rules, the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company will advise the Reinsurer of its acceptance of the Reinsurer’s underwriting decisions pertaining to facultative business by sending written notice to the Reinsurer.

If any application to the Reinsurer is not to be placed with the Reinsurer, the Company shall advise the Reinsurer so that the Reinsurer can complete its records.

For all cessions reinsured hereunder, the Company shall advise the Reinsurer as outlined in Exhibit E.

Data Notification

The Company shall self-administer all business reinsured under this Agreement.

The Company shall provide the Reinsurer with the reports as set out in Exhibit E. The Company, upon request, will provide the Reinsurer with any other information related to the business reinsured under this Agreement and which the Reinsurer requires in order to complete its financial statements.

3

ARTICLE IV

Statement of Account

Premium and Claims Accounting

The premiums to be paid to the Reinsurer by the Company for reinsurance shall be in accordance with the terms set out in Exhibit C.

During each accounting period, the Company undertakes to send to the Reinsurer Billing Statements as set out in Exhibit E, showing all first year and renewal premiums due the previous accounting period. Also included will be any adjustments made necessary by changes in reinsurance effective during the previous period or changes due to any corrections to a previous report.

For all claims paid by the Company within the accounting period, the Company will submit to the Reinsurer a Statement of Reinsured Claims Collected. This is an itemized listing of benefits including the ceded death benefit, plus the Reinsurer’s proportionate share of the interest and expenses paid by the Company, that have been netted off the Reinsurer’s monthly Billing Statement(s).

The balance of account due shall then become payable. If the statement balance so calculated is due to the Reinsurer, the Company shall forward payment in settlement together with the statements. If the balance is due to the Company, the Reinsurer shall forward payment in settlement within thirty (30) days of receipt of the statements.

For balances remaining unpaid longer than thirty (30) days after the Reinsurer’s receipt of request for payment, the Company reserves the right to charge interest on the outstanding balance. The outstanding balance will incur interest calculated from that date using the “3 month” U.S. Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

The Company also reserves the right to net any balances, which remain unpaid for more than thirty (30) days after the receipt of request for payment, from the next reinsurance billing statement.

Non-Payment of Premiums

The Reinsurer may terminate its liability for any reinsurance for which the reinsurance premiums have not been paid within sixty (60) days after billing, by giving thirty (30) days written notice by registered mail of such action to the Company.

The Reinsurer reserves the right to charge interest on any balances remaining unpaid within sixty (60) days of the due date and/or when premiums for new business are not paid within one hundred and twenty (120) days of the issue date of the policy. Interest incurred will be calculated using the “3-month” US Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

4

ARTICLE IV (cont’d)

The Reinsurer’s right to terminate reinsurance for non-payment of premium shall not prejudice its right to collect premiums for the period the reinsurance was in force.

During the period premiums are outstanding, the Reinsurer may offset the amount of any premiums in arrears against amounts owed to the Company.

The Company shall not force termination under the provisions of this paragraph solely to avoid the recapture requirements or to transfer to another reinsurer the block of business reinsured under this Agreement.

Unearned Premium

The Company shall take credit, without interest, for any unearned premiums, net of commissions or allowances, arising due to reductions, terminations, lapses, cancellations or death claims, in its account.

5

ARTICLE V

Changes to Business Reinsured

Policy Changes

Changes to policies reinsured under this Agreement shall be made in accordance with the provisions set out below.

If the change affects the plan, the amount of reinsurance, premiums, or commissions under the cession, the Company shall inform the Reinsurer in the subsequent Reinsurance Report as set out in Exhibit E.

Plan Changes

Automatic Cessions:

a) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and the Company is not obtaining evidence in accordance with the Company’s full new business underwriting rules, or as agreed otherwise by the Company and the Reinsurer, the reinsurance shall remain in effect with the Reinsurer on the following basis:

(i) the reinsurance rates and the durations shall be based on those applicable to the original cession; and

(ii) the reinsurance amount at risk shall be determined according to the terms of this Agreement but in no event shall be more than the original cession at the time of the change in plan; and

(iii) the suicide and contestability period of the policy will be measured from the issue date of the original cession.

Internal replacements, as described above, may occur between the Company and any of its affiliate companies.

b) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and full underwriting in accordance with the Company’s full new business underwriting rules is required, the policy will be considered new business and will be reinsured under the current pool open to new business, using first year rates based on attained age. The suicide and contestability period of such a policy will be measured from the current issue date, except in jurisdictions that require otherwise.

Increase in Amount and Re-underwriting

(i) Automatic Cessions:

Any re-underwriting, (including any change in mortality rating), or non-contractual increase in amount at risk for any cession shall be subject to the originally negotiated underwriting for the case or as agreed otherwise by the Company and the Reinsurer. The amount of the increase shall be subject to the terms set out in Exhibit B.

If the amount to be reinsured exceeds the Automatic Coverage Limits (Exhibit D), the increase shall be subject to the Reinsurer’s approval.

(ii) Facultative Cessions:

Any re-underwriting or non-contractual increase, including any change in mortality rating shall be subject to the Reinsurer’s approval.

6

ARTICLE V (cont’d)

Reductions

If the amount of insurance of a policy issued by the Company is reduced then the amount of reinsurance on that policy shall be reduced in the same proportion that the original reinsurance amount bore to the original total face amount. The reduction shall be effective on the same date as the reduction under the original policy.

If the reinsurance for a policy has been placed with more than one reinsurer, the reduction shall be applied to all reinsurers in proportion to the amounts originally reinsured with each reinsurer.

If the insured has multiple policies, some which are reinsured and a fully retained policy lapses or reduces, the Company will not make any changes to the reinsured policies.

Special Changes

If any special or unusual change, which is not covered above and which may affect the terms of the cession in question, is requested, the Reinsurer’s approval shall be obtained before such a change becomes effective.

Lapses

When a reinsured policy lapses, the cession in question shall be cancelled effective the same date. If the Company allows extended or reduced paid-up insurance following a lapse, the reinsurance will be appropriately amended. If the Company allows the policy to remain in force under its automatic premium loan regulations, the reinsurance shall continue unchanged and in force as long as such regulations remain in effect, except as provided for otherwise in this Agreement.

If the policy continues in force without payment of premium during any days of grace pending its termination, whether such continuance is as a result of a policy provision or a practice of the Company, the reinsurance will also continue without payment of premium and will terminate on the same date as the Company’s risk terminates.

Reinstatements

If a policy reinsured on an automatic basis is reinstated in accordance with the terms and normal Company rules and practices, the Reinsurer shall reinstate the reinsurance automatically.

If the Company collects premiums in arrears from the policyholder of a reinstated policy, it agrees to pay the Reinsurer all corresponding reinsurance premiums in arrears in connection with the reinstatement.

The Reinsurer’s approval is required only for the reinstatement of a facultative policy when the Company’s regular reinstatement rules indicate that more evidence than a Statement of Good Health is required.

7

ARTICLE VI

Retention Limit Changes and Recapture

Retention Limit Changes

The reinsurance under this Agreement shall be maintained in force without reduction except as specifically provided for elsewhere in this Agreement.

The Company may change its retention limits for the purposes of this Agreement on new business being issued at any time by giving written notice to the Reinsurer of the new retention limits and the effective date of the new retention schedule.

The Company’s retention limits for the purposes of this Agreement are set out in Exhibit D.

Recapture

Recapture will be allowed where the Company has increased its Retention Limit, as outlined in Exhibit D, once the policy has satisfied the minimum in-force period requirements outlined in Exhibit B and where the Company has kept its full retention, as stated in Exhibit B, at issue.

If the Reinsurer becomes insolvent, recapture is allowed immediately.

Recapture would be in the form of a decrease in the quota share percentage ceded to the pool and will apply to all in force business reinsured under this agreement.

8

ARTICLE VII

Liability

Automatic Reinsurance

The Reinsurer’s liability for any policy ceded on an automatic basis under this Agreement shall begin simultaneously with the Company’s contractual liability for the policy reinsured.

Facultative Reinsurance

The Reinsurer shall have no liability if it declines the risk and duly notifies the Company or if the Company declines the Reinsurer’s offer or if the offer is not accepted prior to its expiration or within the lifetime of the risk.

If a policy is submitted on a facultative basis, the liability of the Reinsurer shall commence when the Reinsurer has received notice from the Company, during the lifetime of the insured, that the Reinsurer’s offer has been accepted.

If the Reinsurer has submitted an unconditional offer on a facultative case to the Company, and a claim arises prior to the Company notifying the Reinsurer that their offer has been accepted, the Reinsurer shall be liable for its share of said claims, if it is shown to the satisfaction of the Reinsurer that the policy would have been reinsured with the Reinsurer.

Duration

The liability of the Reinsurer for all cessions under this Agreement shall cease at the same time as the liability of the Company ceases and shall not exceed the Company’s contractual liability under the terms of its policies.

Notwithstanding the foregoing, the Reinsurer may terminate its liability for any policies for which premium payments are in arrears, according to the terms set out in Article IV of this Agreement.

It is understood that the Reinsurer’s liability for a claim shall be based on the reinsured net amount at risk as of the date the claim is incurred.

9

ARTICLE VIII

Claims

Claims Decision

The Reinsurer agrees that in regard to all claims on policies reinsured under this Agreement:

(a) The final decision respecting claims payment is at the sole discretion of the Company.

(b) The Company may approach the Reinsurer for an opinion, but the Reinsurer is not responsible to the Company for a claim decision.

(c) The Company’s contractual liability for claims, as described in this Article, is binding on the Reinsurer.

Notice of Claim

The Company will notify the Reinsurer, as soon as reasonably possible, after it receives notice of a death claim arising from a death of an insured under a policy reinsured.

Claim Proofs

The Company will promptly provide the Reinsurer with proper death claim proofs (including, for example, proofs required under the policy), all relevant information respecting the existence and validity of the death claim, and an itemized statement of the death claim benefits paid by the Company under the policy.

Death Claims Payable

Death claims are payable only as a result of the actual death of an insured, to the extent reinsured under this Agreement and for which there is contractual liability for the death claim under the issuing company’s in force policy. Acceleration or estimation of death claims on living individuals is not permitted, will not be due, owing or payable, nor will they form the basis of any claim against the Reinsurer whatsoever.

Amount and Payment of Death Claim

After the Reinsurer receives proper death claim notice, proofs of the death claim, and proof of payment of the death claim by the Company, payment of death claims by the Reinsurer shall be in one lump sum regardless of the mode of settlement under the company’s policy. The Company’s contractual liability for death claims is binding on the Reinsurer. The maximum death benefit payable to the Company under each reinsured policy is the net amount at risk, as of the date of death, specifically reinsured hereunder; the Reinsurer will not be nor become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement. The total reinsurance in all companies on a policy shall not exceed the Company’s total contractual liability on the policy, less its amount retained on the policy. The excess, if any, of the total reinsurance in all companies plus the Company’s retained amount on the policy over its contractual liability under the reinsured policy will first be applied to reduce all reinsurance on the policy. This reduction in reinsurance will be shared among all the reinsurers in proportion to their respective amounts of reinsurance prior to the reduction.

Contested Claims

The Company will promptly notify the Reinsurer of its intention to contest, compromise, or litigate a claim involving a reinsured policy, prior to its notification to the claimant or its representatives. If the Company’s contest, compromise, or litigation results in a reduction in its liability, the Reinsurer will share in the reduction in the proportion that the Reinsurers net liability bears to the sum of the net liability of all reinsurers on the insured’s date of death.

If the Reinsurer should decline to participate in the contest, compromise or litigation, the Reinsurer will then release all of its liability by paying the Company its full share of reinsurance death benefits for the policy and not sharing in any subsequent reduction in liability.

10

ARTICLE VIII (cont’d)

Misstatement of Age or Sex

If the amount of insurance provided by the policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of a life insured, the Reinsurer shall share in the increase or reduction in the proportion that the net liability of the Reinsurer bears to the total of the net liability of the Company and the net liability of all reinsurers, including the Reinsurer, immediately prior to such increase or reduction.

The reinsurance with the Reinsurer shall be rewritten from commencement on the basis of the adjusted amounts using premiums and reserves at the correct age or sex. The adjustment for the difference in premiums shall be made without interest.

Expenses

The Reinsurer shall pay its share of the expenses that are connected to the Company’s investigation of any claim incurred on policies reinsured under this Agreement. Subject to the Extra Contractual Damages section of this Article, claims investigation expenses do not include expenses incurred by the Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits. The Reinsurer will not reimburse the Ceding Company for routine claim and administration expenses.

Expenses which are excluded from this provision are salaries of officers or employees, or other routine office expenses of the Company; also excluded are expenses incurred in connection with a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits that the Company admits are payable.

In the event that the Reinsurer agrees with a decision of the Company to contest, compromise, or litigate a claim or to rescind coverage by the Company under a reinsured policy, the Reinsurer agrees to reimburse the Company for any third party expenses, including but not limited to reasonable legal and investigative expenses that the Company may incur in seeking to contest, compromise, litigate a claim under such reinsured policy, or to rescind such reinsured policy. Such reimbursement shall be in the proportion that the Reinsurer’s net liability for such reinsured policy bears to the sum of the net liability of the Company and all reinsurers for such reinsured policy as of the date of death where the Company decides to contest, compromise, or litigate a claim under such reinsured policy, and as of the date of rescission where the Company decides to rescind such reinsured policy. The Reinsurer shall also pay its share of the claim itself, if applicable.

11

ARTICLE VIII (cont’d)

Extra Contractual Damages

In no event shall the Reinsurer participate in punitive, compensatory, or bad faith damages as described below, which are awarded against the Company as a result of an act, omission or course of conduct committed solely by the Company in connection with the insurance reinsured under this Agreement.

The Reinsurer shall, however, pay its share of statutory penalties awarded against the Company in connection with insurance reinsured under this Agreement if the Reinsurer elected to join in the contest of the coverage in question.

The parties recognize that circumstances may arise in which equity would require the Reinsurer, to the extent permitted by law to share proportionately in certain assessed damages. Such circumstances are difficult to define in advance, but generally would be those situations in which the Reinsurer was an active party and consented in writing to the act, omission or course of action of the Company, which directly results in the assessment of punitive and/or compensatory damages. In such situations, the Company and the Reinsurer shall share such damages so assessed, in equitable proportions.

For the purposes of this provision, the following definitions shall apply:

(a) “Punitive Damages” are those damages awarded as a penalty, the amount of which is not governed, nor fixed, by statute.

(b) “Statutory Penalties” are those amounts, which are awarded as a penalty, but fixed in amount by statute.

(c) “Compensatory Damages” are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

(d) “Bad Faith Damages” are those damages, which may be compensated by punitive damages and are awarded as a result of bad faith dealings on the part of the Company.

12

ARTICLE IX

Dispute Resolution

Oversights

It is agreed that any unintentional or accidental failure to comply with the terms of this Agreement which can be shown to be the result of an oversight, misunderstanding or clerical error on the part of either party shall not be deemed to be an abrogation of the Agreement or an invalidation of the reinsurance. Upon discovery, the error shall be promptly corrected by both parties, being restored to the position they would have occupied had the oversight, misunderstanding or clerical error not occurred.

This provision shall apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Agreement and not to the administration of the insurance provided by the Company to its insured. Any negligent or deliberate acts or omissions by the Company regarding the insurance provided are the responsibility of the Company and its liability insurer, if any, but not that of the Reinsurer.

Arbitration

The Company and the Reinsurer shall attempt in good faith to negotiate a mutually acceptable solution to any controversy, dispute or claim arising out of or relating to this contract, or the breach thereof. Where the Company and the Reinsurer fail to reach a mutually acceptable solution, then either the Company or the Reinsurer may request that the controversy, dispute, claim, or breach of contract be settled by arbitration, and the arbitrators, who shall regard this Agreement from the standpoint of practical business as well as the law, are empowered to determine as to the interpretation of the treaty obligation.

To initiate arbitration, either the Company or the Reinsurer will notify the other in writing of its desire to arbitrate, stating the nature of its dispute and remedy sought. The party to which the notice is sent will respond to the notification in writing within fifteen (15) days.

Within sixty (60) days of the date on which the party initiating the arbitration gives notice to the other party that it is initiating such arbitration, the Company and the Reinsurer shall each appoint one arbitrator. The two arbitrators shall select a third arbitrator within two weeks of the date on which the last of the two such arbitrators was appointed. Should the two arbitrators not agree on the choice of the third arbitrator, then the Company and the Reinsurer shall each name four (4) candidates to serve as arbitrator.

Beginning with the party who did not initiate arbitration, each party shall eliminate one candidate from the eight listed until one candidate remains. If this candidate declines to serve as the arbitrator, the candidate last eliminated will be approached to serve. This process shall be repeated until a candidate has agreed to serve as the third arbitrator.

13

ARTICLE IX (cont’d)

All three arbitrators must be present or former officers of Life Insurance Companies or Life Reinsurance Companies, excluding however, officers of the two parties to this Agreement, their affiliates or subsidiaries or past employees of any of these entities. The place of meeting of the arbitrators shall be decided by a majority vote of the arbitrators. The written decision of a majority of the arbitrators shall be final and binding on both parties and their respective successors and assigns. All costs of the arbitration and expenses and fees of the arbitrators shall be borne equally by the parties, unless otherwise ordered by the arbitrators.

The arbitrators shall render a decision within two months of the appointment of the third arbitrator, unless both parties agree otherwise. In the event no decision is rendered within four months, new arbitrators shall be selected as above.

Alternatively, if both parties consent, any controversy may be settled by arbitration in accordance with the rules of the American Arbitration Association.

Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

It is specifically the intent of both parties that these arbitration provisions shall replace and be in lieu of any statutory arbitration provision, if the law so permits.

If more than one reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such reinsurers shall consolidate and act as one party for purposes of arbitration and communications shall be made by the Company to each of the reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the reinsurers under the terms of this Agreement from several to joint.

14

ARTICLE X

Financial Impairment and Insolvency

Financial Impairment of Reinsurer

If the Reinsurer becomes financially impaired (as defined below), the Company may, at its option, recapture all of the reinsurance in force that was ceded to the Reinsurer under this Agreement, by providing the Reinsurer, its rehabilitator, conservator, liquidator or statutory successor with written notice of its intent to recapture the reinsurance in force, regardless of the duration the reinsurance has been in force or the amount retained by the Company on the policies reinsured. The effective date of a recapture would be the date on which financial impairment was established.

The Reinsurer shall be considered financially impaired when:

(a) it is declared insolvent; or

(b) its Total Adjusted Capital drops below 2.5 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled reinsurer.

If a Reinsurer is determined to be financially impaired, per the conditions above, there will be a recapture fee payable to the Reinsurer during the minimum recapture period as outlined above. The recapture fee will be determined using a mutually acceptable formula based on the Present Value of Future Profits (PVFP) of the underlying business.

Insolvency

For the purpose of this Agreement, the Company or the Reinsurer shall be deemed “insolvent” when it:

(a) applies for or consents to the appointment of a rehabilitator, conservator, liquidator or statutory successor of its properties or assets; or

(b) is adjudicated as bankrupt or insolvent; or

(c) files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or

(d) becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of the Company, or the Reinsurer, as the case may be.

In the event of the insolvency of the Reinsurer or the Company, any amounts owed by the Company to the Reinsurer and by the Reinsurer to the Company, under the Agreement or under any other reinsurance agreement between the Company and the Reinsurer, shall be set-off and only the balance shall be paid.

The Reinsurer shall be liable only for the amounts reinsured with the Reinsurer and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement with the Company.

15

ARTICLE X (cont’d)

In the event of the insolvency of the Company, the reinsurance obligations under this Agreement shall be payable by the Reinsurer directly to the Company, its liquidator, receiver, rehabilitator, conservator or statutory successor, immediately upon demand, with reasonable provision for verification on the basis of the claims allowed against the insolvent company by any court of competent jurisdiction or by any rehabilitator, receiver, conservator, liquidator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Company, or because the rehabilitator, receiver, conservator, liquidator or statutory successor has failed to pay all or a portion of any claims.

It is understood, however, that in the event of such insolvency, the rehabilitator, conservator, receiver, liquidator or statutory successor of the Company shall give written notice of the pendency of a claim against the Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceedings, and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator, rehabilitator, receiver, conservator or statutory successor.

It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance Agreement as though the Company had incurred such expense.

The Company shall recapture business in accordance with the following rules:

(a) The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture.

(b) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(c) The Reinsurer shall be liable for its share of any claim incurred up to and including the date of recapture.

16

ARTICLE XI

Taxes & Expenses

DAC Tax

The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g)(8) of the Income Tax Regulation under Section 848 of the Internal Revenue code of 1986, as amended, whereby:

(a) the party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(l); and

(b) both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency.

The term “net consideration” will refer to either net consideration as defined in Regulation Section 1.848-2(f) (or gross amount of premiums and other consideration as defined in Regulation Section 1.848-3(b), as appropriate).

The method and timing of the exchange of this information is set out in Exhibit F.

This DAC Tax Election shall be effective for all years for which this Agreement remains in effect.

The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

The Reinsurer’s Taxes and Expenses

Apart from any taxes, allowances, commissions, refunds, and expenses specifically referred to elsewhere in this Agreement, the Reinsurer shall pay no commissions, allowances, taxes, or proportion of any expense to the Company in respect of any cession.

17

ARTICLE XII

General Provisions

Alterations to Agreement

Any alteration to this Agreement shall be null and void unless attached to the Agreement and signed by both parties.

Parties to Agreement

This is an Agreement solely between the Company and the Reinsurer. There is no third party beneficiary to this Agreement. The acceptance of reinsurance hereunder shall not create any right or legal relation between the Reinsurer and the insured, beneficiary, or any other party to any policy of the Company, which may be reinsured hereunder. The Company and the Reinsurer will not disclose the other’s name to these third parties with regard to the agreements or transactions that are between the Company and the Reinsurer, unless the Company or the Reinsurer gives prior approval for the use of its name or unless such disclosure is required under any law, statute or regulation or under any legal or administrative proceeding before any court or tribunal.

Assignment

Neither the Company nor the Reinsurer may assign any of the rights and obligations under this Agreement, nor may either party sell, assumption reinsure or transfer the policies without the prior written consent of the other party. Consent will not be withheld if the assignment, sale, assumption reinsurance or transfer does not have a material effect on the risks transferred or the expected economic results to the party requested to consent. This provision shall not prohibit the Reinsurer from reinsuring the policies on an indemnity basis.

Entire Agreement

This Agreement represents the entire agreement between the Company and the Reinsurer and supercedes, with respect to its subject matter, any prior oral or written agreements between the parties. There are no understandings between the parties to this Agreement other than those expressed in the Agreement.

Good Faith

The Company and Reinsurer agree that all matters with respect to this Agreement require utmost good faith of both parties. The Reinsurer, or its duly authorized representative, will have the right to inspect original papers, records and all documents relating to the business reinsured under this Agreement. Such access will be provided during regular business hours at the office of the Company. The Company, or its duly authorized representatives, will have the right to inspect all documents relating to underwriting, claims processing and administration of the business reinsured under this Agreement. Such access will be provided during regular business hours at the office of the Reinsurer.

Each party represents and warrants to the other party that:

(i) it is solvent on a statutory basis in all states in which it does business or is licensed, and

(ii) (a) its Total Adjusted Capital is at least equal to 2.5 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled party, or

(b) it has satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled party.

Each party agrees to promptly notify the other if it subsequently becomes insolvent or financially impaired, as described in Article X.

18

ARTICLE XII (cont’d)

Each party acknowledges that the other party has entered into this Agreement in reliance upon their representations and warranties. The Company affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a change in underwriting or issue practices or philosophy, a change in underwriting management personnel, or a change in the Company’s ownership or control.

Offset

The Company and the Reinsurer will have the right to offset any balance or balances whether on account of premiums, allowances or claims due from one party to the other, under this Agreement or under any other reinsurance agreement between the Company and the Reinsurer.

The right of offset will not be affected or diminished because of the insolvency of either party.

Duration of Agreement

This Agreement is effective as of the effective date set out in Exhibit B and is unlimited as to its duration. Either party giving at least ninety (90) days notice to that effect by registered letter to the other party may terminate it for further new reinsurance. During the period of such ninety (90) days the Reinsurer shall continue to accept new reinsurance under the terms of this Agreement. This notification period would be waived in the event the Reinsurer is deemed insolvent as set out in Article X. Further, the Reinsurer remains liable for all cessions existing at the date of the expiration set forth in the notice until their natural expiration, unless the parties mutually decide otherwise or as specified otherwise in this Agreement.

Severability

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

Benefit

Except as otherwise provided, this Agreement shall be binding upon the parties hereto and their respective successors and assigns.

Confidentiality

Both the Company and the Reinsurer will hold confidential and not disclose or make competitive use of any shared proprietary information unless otherwise agreed to in writing, or unless the information otherwise becomes publicly available or the disclosure of which is required for retrocession purposes or has been permitted by law or is duly required by external auditors.

Construction

This Agreement shall be construed and administered in accordance with the laws of the State of Michigan and the rights and obligations of this Agreement shall, at all times, be regulated under the laws of the State of Michigan.

Lead Reinsurer of Underwriting

Details on the Lead Reinsurer are shown under Exhibit G.

19

Made in duplicate and executed by all parties.
Signed for and on behalf of:
John Hancock Life Insurance Company (U.S.A.) of Bloomfield Hills, Michigan
On:	Oct. 19, 2006	On:	Oct 30/06
By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, U.S. Insurance	Title:	VP Product Development

Signed for and on behalf of:
Hannover Life Reassurance Company of America of Orlando, Florida
On:	Nov. 7, 2006	On:	November 7, 2006
By:	/s/ Gary L. Gray	By:	/s/ O. Alex Kozij
	Gary L. Gray
Title:	Vice President	Title:	Vice President

20

EXHIBIT A

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
CUL	Corporate Universal Life	N/A**			January 19, 2005
CVUL03	Corporate Variable Universal Life 2003	October 1, 2003			January 19, 2005
CVU04	Corporate Variable Universal Life 2004	May 1, 2004			January 19, 2005
CVU05	Corporate Variable Universal Life 2005	October 12, 2005			January 19, 2005

Benefits and Riders Reinsured
Acronym	Rider/Benefit
N/A	Maturity Extension
ROP	Return of Premium
PCRB	Premium Cost Recovery Benefits

** Launch Date not available.

21

EXHIBIT A-I

THE COMPANY’S UNDERWRITING FORMS,

AND EVIDENCE

The following information and items are to be provided to the Reinsurer upon request:

1. Policy Application Form and Part II

2. Reinstatement Rules

3. Non-medical and Medical Requirements

22

EXHIBIT A-II

POOL PARTICIPANTS

As of January 19, 2005

REINSURER	AUTOMATIC SHARES
Swiss Re Life & Health America Inc.	40	%
Hannover Life Reassurance Company of America	25	%

23

EXHIBIT B

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 19,2005

2. BACKDATING: Under limited circumstances, the Company may backdate a Policy, under request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a Policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the Policy. Premiums will be paid for the period the Policy Date is backdated. Reinsurance premiums will be payable as of the Policy Date. No claims will be payable for dates of death prior to the date the application is signed.

3. RESIDENCY REQUIREMENTS: The individual risk must be a Untied States or Canadian resident or citizen. An insured that resides for more than six months per year in the United States, including Puerto Rico, US Virgin Islands and Guam will be considered a U.S. resident. An insured that holds permanent resident status in Canada will be considered a Canadian resident.

4. NON-US/CANADIAN RISKS: Limited international risks are acceptable and will qualify for automatic issue, however the individual policy death benefit can not exceed a maximum of 1% of the pool Net Amount at Risk and 10% of the case Net Amount at Risk.

5. CURRENCY: United States Dollars

6. REINSURANCE COVERAGE:

The Reinsurer’s share shall be 25% first dollar quota share of the policy.

7. REINSURANCE BASIS: Yearly Renewable Term

8. RATE CRITERIA: The rates set out in Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

9. PREMIUM MODE: Reinsurance premiums will be paid annually in advance.

10. AGE BASIS: Nearest

11. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

12. OTHER TAXES: There will be no reimbursement of any taxes under this Agreement.

13. POLICY FEE: No policy fee will be paid to the Reinsurer.

14. RATE GUARANTEE:

The Reinsurer may only increase its reinsurance premiums if        [*]        . If the Reinsurer increases its premium rates, the Company reserves the right to recapture business affected with no recapture fee.

a. Reinsurer will give 90 day written notice of rate change.

b. The written notice shall specify that the reinsurance rate increase will be effective on each policy’s next anniversary.

c. The Company must give 90 day written notice of intent to recapture.

d. The effective date of the recapture will be on the first policy anniversary following notice of the reinsurance rate increase.

EXHIBIT B

Page 2

24

e. The Company will calculate a terminal accounting that will include a refund of unearned gross premiums net of unpaid claims.

f. Reinsurer will not pay any amount representing the reserve held on the business.

g. If the Company does not provide the 90-day written notice of its desire to recapture following the notice received from the Reinsurer, this absence shall constitute acceptance of the rate change effective with each policy’s next anniversary.

h. If the Company does not provide the 90-day written notice of its desire to recapture following the notice received from the Reinsurer, this absence shall constitute acceptance of the rate change effective with each policy’s next anniversary.

15. MINIMUM FINAL CESSION: Zero

16. RECAPTURE IN FORCE PERIOD:

20 Years

17. NET AMOUNTS AT RISK:

(a) For Death Benefit Option 1, the Net Amount at Risk is defined as the Death Benefit minus the Account Value, where the Death Benefit is the greater of the Face Amount or the minimum amount required under Section 7702 of the IRC.

(b) For Death Benefit Option 2, the Net Amount at Risk is defined as the Death Benefit minus the Account Value where the Death Benefit is the greater of the Face Amount plus the Policy Value or the minimum amount required under Section 7702 of the IRC.

(c) For Death Benefit Option 3, the Net Amount at Risk is defined as the Death Benefit minus the Account Value, where the Death Benefit is the greater of the Face Amount plus the sum of the premiums paid by the policyholder or the minimum amount required under Section 7702 of the IRC.

25

EXHIBIT C

YRT PREMIUM RATES:

INSTRUCTIONS FOR ADMINISTRATION

1. All business will be reinsured on a Smoker / Non-smoker, GI/ SI and Male/ Female basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

The life reinsurance rates shall be calculated using the        [*]. The attached rates are on a per thousand dollar basis.

The appropriate percentage outlined in the following table shall be applied to the attached rates for the policies reinsured hereunder:

	Rates as a Function of [*]
Years	Male Non-Smoker	Female Non-Smoker	Male Smoker	Female Smoker
1-15	[*]%	[*]%	[*]%	[*]%
16+	[*]%	[*]%	[*]%	[*]%

2. SUBSTANDARD RISKS: May be submitted to the Reinsurer on a facultative basis.

3. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

26

EXHIBIT D

RETENTION LIMIT AND AUTOMATIC PARAMETERS

THE COMPANY’S RETENTION LIMIT

The Company will retain a 35% (thirty-five percent) first dollar quota share of each policy up to the maximum retention limit of $ 3,000,000 per life for Guaranteed Issue and $5,000,000 per life for Simplified Issue.

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

The Reinsurer agrees to accept 25% (twenty-five percent) first dollar quota share of each policy issued by the Company under this Agreement up to the automatic limits outlined in the table below:

1. Automatic Limits:

The Company cedes 65% (sixty-five percent) of the risk. Once (if) the Company’s maximum retention is full, 100% of the risk is ceded to the pool. The following chart outlines the automatic capacity only. The following Automatic Limits apply to policies within the Location limit. If the Automatic Limit is exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Maximum issue amount subject to Death Benefit (DB) Factors below:

Initial - $5,000,000 per life

Ultimate - $8,000,000 per life

No. of Lives	Death Benefit Factors
	GI	GI Plus	Simplified	Simplified Plus
10 - 15	25,000	45,000	40,000	50,000
16 - 20	35,000	55,000	50,000	60,000
21 - 40	50,000	70,000	65,000	75,000
41 +	65,000	85,000	80,000	90,000

2. Location Limit

Maximum $250,000,000 per location automatic issue limit across all COLI/ BOLI groups issued in that location, of which the Reinsurer’s share is 25%.

Location will mean any one or more buildings or structures within a one mile radius that serve as the place of employment for lives covered under a policy at the time of policy issue.

3. Guaranteed Issue (GI) Plus

A (GI) Consent Form plus an Attending Physicians Statement will increase the DB Factor by $ 20,000.

4. Case Participation Rate: Minimum for Guaranteed Issue is 75%.

5. Simplified

Simplified Consent Form will increase the GI DB Factor by $ 15,000.

6. Simplified Plus

A Simplified Consent Form plus an Attending Physician Statement will increase the GI DB Factor by $25,000.

7. Issue Ages

20 - 70.

27

EXHIBIT D

Page 2

Note:

Limited international risks will be covered on an automatic basis under this Agreement. International risks include Non-US/ Canadian citizens/residents traveling to the countries listed below (Foreign Travel) and residents of the countries listed below (Foreign Nationals):

The following countries are included in this agreement:

Andorra, Argentina, Australia, Austria, Bahamas, Barbados, Belgium, Bermuda, British Virgin Islands, Canada, Cayman Islands, Chile, Costa Rica, Denmark, Finland, France, Germany, Greece, Guam (US Territory), Hong Kong, Iceland, Ireland, Italy, Liechtenstein, Luxembourg, Malta, Mexico, Monaco, Netherlands, New Zealand, Norway, Panama, Portugal, Puerto Rico (US Territory), San Marino, Singapore, Spain, Sweden, Switzerland, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland), US Virgin Islands (US Territory).

28

EXHIBIT E

REINSURANCE REPORTS

DATA NOTIFICATION: The Company shall send to the Reinsurer reports, in substantial compliance with the Society of Actuaries Guidelines, at the times indicated below:

Report	Frequency	Due Date
Billing Statement (by Treaty, totals by Reinsurer)	Monthly	10 days after month end
Reinsurance Policy Exhibit (Summary of movement during the past period)	Monthly / Quarterly/Annually	10 days after period due
Reinsurance Listing In-Force Report	Quarterly	10 days after quarter end
Net Amount at Risk & Premiums	Quarterly	10 days after quarter end
Total Reserves (when required) (Summary)	Quarterly	17 days after quarter end
Initial Notice of Claim	Monthly	Monthly
Statement of Claims Incurred (New Claims for the Month)	Monthly	10 days after month end
Statement of Reinsured Claims Collected (Claims Netted off the Current Statement)	Monthly	10 days after month end
Increasing Risk – Ultimate Death Benefit Report	Monthly	10 days after month end

29

EXHIBIT E

Page 2

NOTIFICATION OF ACCEPTANCE OF FACULTATIVE OFFER: The Company will advise the Reinsurer of its acceptance of the Reinsurer’s underwriting decision pertaining to facultative business by sending written notice to the Reinsurer. The Company shall provide the full details of the facultative new business on the next Policy Detail Report.

ERRORS AND OMISSIONS: Should any items be inadvertently omitted from or entered in error on a reinsurance report, such omissions or errors shall not affect the liability of the Reinsurer in regard to any cession and the mistakes shall be rectified upon discovery. This does not waive any rights outlined in Article IX.

THE REINSURER’S RATINGS: The Company may annually request the most recent credit rating reports on the Reinsurer issued by Standard & Poor’s and/or Moody’s and/or A.M. Best Company. These credit reports done by the credit agency should include sections that indicate the assigned rating for the Reinsurer, the rationale for the rating, the outlook for the Reinsurer and a business and financial profile.

RESERVES:

Quarter End Reserves: The Company shall advise the Reinsurer within 17 working days of the end of each quarter, of the amount of reserves calculated on the reinsurance in force under this Agreement, as of the end of the preceding quarter. Any estimated figures provided should be confirmed by actual reserve figures.

Year End Reserves: By February 15th of each year, the Company’s valuation actuary shall certify the amount of reserves calculated on the reinsurance in force under this Agreement as of December 31st of the preceding year.

YRT Deficiency Reserves: If deficiency reserves are required to be held by the Company on any reinsured policy, the entire amount of any such reserve will be established and held by the Company.

30

EXHIBIT F

DAC TAX ELECTION

Method of Exchanging Information

The Reinsurer and the Company agree to the DAC Tax Election and accordingly will exchange information in the following manner:

1. The Company will submit a Schedule to the Reinsurer by May 1st, of each year, of its calculation of the net consideration (as referred to in Article XII) for the preceding calendar year.

2. The Reinsurer, in turn, will complete the Schedule by indicating acceptance of the Company’s calculations of the net consideration or by noting any discrepancies. The Reinsurer will return the completed Schedule to the Company by June 1st, of each year.

3. If there are any discrepancies between the Company’s and the Reinsurer’s calculation of the net consideration, the parties will act in good faith to resolve the discrepancies by July 1st, of each year.

31

EXHIBIT G

LEAD REINSURER OF UNDERWRITING

Swiss Re Life & Health America, Inc., will be the Lead Reinsurer of the pool with respect to underwriting for Simplified and Guaranteed Issue cases.

The Company may submit any cases that do not qualify for automatic reinsurance to the Lead Reinsurer, except for cases in excess of the concentration of risk limit or with lives in Manhattan, NY. The Lead Reinsurer will promptly examine the case and notify the Company of the terms and conditions of a facultative offer for the pool, or that an offer will not be made. Situations in which the Lead Reinsurer may extend facultative offers for the pool are limited to 1.5 times the normal automatic Guaranteed Issue multiple limits but not to exceed the initial and ultimate limits or concentration limits. If the Lead Reinsurer does not make a facultative offer on behalf of the pool, the Company may request a facultative offer from the other pool reinsurers. The other members of the pool must abide by the underwriting decisions of the Lead Reinsurer.

32

AMENDMENT NO. 1

TO REINSURANCE AGREEMENT NO. H119C02 (HA-JHUS-01)

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

of Orlando, Florida

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No H119C02 (HA-JHUS-01) effective January 19, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, it is agreed that the following Plan and Benefit / Rider outlined in the table below will be reinsured under the terms and conditions of the Agreement as of their respective launch dates.

Acronym	Plan Name		Launch Date
AVL06	Accumulation Variable Universal Life 2006 (Guaranteed Issue)		January 20, 2006
Acronym	Benefits/ Riders Name	Launch Date
SFA	Supplemental Face Amount	October 12, 2005

THEREFORE as of October 12, 2005, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A-I, Plans, Riders and Benefits Reinsured has been revised to include the plan set forth in the table above. The revised Exhibit A-I attached hereto will replace the current Exhibit A-I in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	JAN 2, 2007	Date:	Jan 4/07
Signed for and on behalf of HANNOVER LIFE REASSURANCE COMPANY OF AMERICA of Orlando, Florida
By:	/s/    Gary L. Gray	By:	/s/    Jean M. Fay
Title:	Vice President	Title:	Treaty Analyst WITNESS
Date:	Jan 25, 2007	Date:	Jan 25, 2007

EXHIBIT A

(Revised as of October 12, 2005)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
CUL	Corporate Universal Life	N/A**		C	January 19, 2005
CVUL03	Corporate Variable Universal Life 2003	October 1, 2003		C	January 19, 2005
CVUL04	Corporate Variable Universal Life 2004	May 1, 2004		C	January 19, 2005
CVUL05	Corporate Variable Universal Life 2005	October 12, 2005		C	January 19, 2005
AVL06	Accumulation Variable Universal Life 2006 (Guaranteed Issue)	January 20, 2006		C	January 20, 2006

Benefits and Riders Reinsured
Acronym	Rider/ Benefit
N/A	Maturity Extension
ROP	Return of Premium
PCRB	Premium Cost Recovery Benefits
SFA	Supplemental Face Amount

** Launch Date not available.

Note: The acronyms listed above represent base plan, rider or benefit codes. Variations of these codes exist based on how these plans, riders or benefits are funded and or administered. The variations of the base plan, rider or benefit codes are not listed in this treaty, but will appear on billing and in-force reports.

AMENDMENT NO. 2

TO REINSURANCE AGREEMENT NO. HI19C02 (HA-JHUS-01)

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

of Orlando, Florida

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No HI19C02 (HA-JHUS-01) effective January 19, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

AND WHEREAS, the Reinsurer has agreed that the Death Benefit Factors outlined in the table below shall be incorporated into the Agreement as of inception.

	Death Benefit Factors
No. of Lives	GI	GI Plus	Simplified	Simplified Plus
10 – 15	25,000	45,000	40,000	60,000
16 – 20	45,000	65,000	60,000	80,000
21 – 40	65,000	85,000	80,000	100,000
41 +	75,000	95,000	90,000	110,000

THEREFORE as of January 19, 2005, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit D has been revised to include the Death Benefit Factors outlined in the table above. The revised of Exhibit D attached hereto will replace the current Exhibit D in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) a Bloomfield Hills, Michigan
By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development
Date:	May 22/08	Date:	May 7/08
Signed for and on behalf of HANNOVER LIFE REASSURANCE COMPANY OF AMERICA of Orlando, Florida
By:	/s/    Gary L. Gray	By:	/s/    Tim McGrath
Title:	Vice President	Title:	VP
Date:	4/24/08	Date:	4/24/08

EXHIBIT D

RETENTION LIMIT AND AUTOMATIC PARAMETERS

THE COMPANY’S RETENTION LIMIT

The Company will retain a 35% (thirty-five percent) first dollar quota share of each policy up to the maximum retention limit of $3,000,000 per life for Guaranteed Issue and $5,000,000 per life for Simplified Issue.

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

The Reinsurer agrees to accept 25% (twenty-five percent) first dollar quota share of each policy issued by the Company under this Agreement up to the automatic limits outlined in the table below:

1. Automatic Limits:

The Company cedes 65% (sixty-five percent) of the risk. Once (if) the Company’s maximum retention is full, 100% of the risk is ceded to the pool. The following chart outlines the automatic capacity only. The following Automatic Limits apply to policies within the Location limit. If the Automatic Limit is exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Maximum issue amount subject to Death Benefit (DB) Factors below:

Initial - $5,000,000 per life

Ultimate - $8,000,000 per life

	Death Benefit Factors
No. of Lives	GI	GI Plus	Simplified	Simplified Plus
10 – 15	25,000	45,000	40,000	60,000
16 – 20	45,000	65,000	60,000	80,000
21 – 40	65,000	85,000	80,000	100,000
41 +	75,000	95,000	90,000	110,000

2. Location Limit

Maximum $250,000,000 per location automatic issue limit across all COLI/BOLI groups issued in that location, of which the Reinsurer’s share is 25%.

Location will mean any one or more buildings or structures within a one mile radius that serve as the place of employment for lives covered under a policy at the time of policy issue.

3. Guaranteed Issue (GI) Plus: A (GI) Consent Form plus an Attending Physicians Statement.

4. Case Participation Rate: Minimum for Guaranteed Issue is 75%.

5. Simplified: Simplified Consent Form.

6. Simplified Plus: A Simplified Consent Form plus an Attending Physician Statement.

7. Issue Ages

20 - 70.

EXHIBIT D

Page 2

Note:

Limited international risks will be covered on an automatic basis under this Agreement. International risks include Non-US/ Canadian citizens/residents traveling to the countries listed below (Foreign Travel) and residents of the countries listed below (Foreign Nationals):

The following countries are included in this agreement:

Andorra, Argentina, Australia, Austria, Bahamas, Barbados, Belgium, Bermuda, British Virgin Islands, Canada, Cayman Islands, Chile, Costa Rica, Denmark, Finland, France, Germany, Greece, Guam (US Territory), Hong Kong, Iceland, Ireland, Italy, Liechtenstein, Luxembourg, Malta, Mexico, Monaco, Netherlands, New Zealand, Norway, Panama, Portugal, Puerto Rico (US Territory), San Marino, Singapore, Spain, Sweden, Switzerland, Taiwan, United Kingdom (England, Scotland, Wales, Northern Ireland), US Virgin Islands

AMENDMENT NO. 4

TO REINSURANCE AGREEMENT NO. HI19C02

BETWEEN:

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

of Orlando, Florida

(hereinafter referred to as “the Reinsurer”)

WHEREAS the Company, and the Reinsurer have entered into Reinsurance Agreement No HI19C02 effective January 19, 2005 (the “Agreement”), under which the Reinsurer has agreed to accept a portion of the Life insurance policies, benefits and riders for plans described therein, subject to the terms and conditions of the Agreement;

WHEREAS, effective as of September 22, 2008 (the “Effective Date”), the Company and the Reinsurer agree that the following plan, will be reinsured under the terms and conditions of the Agreement;

Acronym	Plan Name
CVL09	COLI Variable Universal Life – 2009

THEREFORE as of the Effective Date, the Company and the Reinsurer have agreed to amend the Agreement as follows:

Exhibit A, Plans, Riders and Benefits Reinsured has been revised to include the plan set forth in the table above. The revised Exhibit A attached hereto will replace the most current Exhibit A in the Agreement.

All other terms and provisions of the Agreement not specifically modified herein, remain unchanged, and in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Amendment by their authorized signatories below.

Signed for and on behalf of

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

of Bloomfield Hills, Michigan

By:	/s/    Jonathan Porter	By:	/s/    Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO US Insurance	Title:	AVP Product Development
Date:	Aug 28/08	Date:	Aug 25/08

Signed for and on behalf of

HANNOVER LIFE REASSURANCE COMPANY OF AMERICA

of Orlando, Florida

By:	/s/    Gary L. Gray	By:	/s/    Bill E. Pyatt
Title:	Vice President	Title:	Vice President
Date:	Sept. 9, 2008	Date:	Sept 9, 2008

EXHIBIT A

(Revised as of September 22, 2008)

PLANS, RIDERS, AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plan Plans Reinsured
Acronym	Single Life Plans	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
CUL	Corporate Universal Life	N/A**		C	January 19, 2005
CVUL03	Corporate Variable Universal Life 2004	October 1, 2003		C	January 19, 2005
CVUL04	Corporate Variable Universal Life 2004	May 1, 2004		C	January 19, 2005
CVUL05	Corporate Variable Universal Life 2005	October 12, 2005		C	January 19, 2005
AVL06	Accumulation Variable Universal Life 2006 (GI)	January 20, 2006		C	January 20, 2006
CVL09	COLI Variable Universal Life 2009	September 22, 2008		C	September 22, 2008

Benefits and Riders Reinsured
Acronym	Rider/ Benefit
N/A	Maturity Extension
ROP	Return of Premium
PCRB	Premium Cost Recovery Benefits
SFA	Supplemental Face Amount

** Launch date not available.

EX-99.(26)(G)(6)

THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

THIS REINSURANCE AGREEMENT

is made between

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

of Bloomfield Hills, Michigan

(hereinafter referred to as “the Company”)

and

SWISS RE LIFE & HEALTH AMERICA INC.

of Stamford, Connecticut (now domiciled in Hartford, Connecticut)

(hereinafter referred to as “the Reinsurer”)

Effective Date of Agreement: January 19, 2005

This Agreement may be referred to as Agreement No: SW19C07

TABLE OF CONTENTS

ARTICLE I	1
BUSINESS REINSURED	1
Policies, Benefits, and Riders under Plans listed in Exhibit A	1
Currency	1
Underwriting Forms and Evidence	1
ARTICLE II	2
REQUIREMENTS FOR REINSURANCE COVERAGE	2
Automatic Coverage	2
Facultative Coverage	2
ARTICLE III	3
REINSURANCE CESSIONS	3
Automatic Cessions	3
Facultative Cessions	3
Data Notification	3
ARTICLE IV	4
STATEMENT OF ACCOUNT	4
Premium and Claims Accounting	4
Non-Payment of Premiums	4
Unearned Premium	5
ARTICLE V	6
CHANGES TO BUSINESS REINSURED	6
Policy Changes	6
Plan Changes	6
Increase in Amount and Re-underwriting	6
Reductions	7
Special Changes	7
Lapses	7
Reinstatements	7
ARTICLE VI	8
RETENTION LIMIT CHANGES AND RECAPTURE	8
Retention Limit Changes	8
Recapture	8
ARTICLE VII	9
LIABILITY	9
Automatic Reinsurance	9
Facultative Reinsurance	9
Duration	9
ARTICLE VIII	10
CLAIMS	10
Claims Decision	10
Initial Notice of Claim	10
Claim Proofs	10
Ceded Claim Settlements	11
Claims Practices	11
Contested Claims	12
Ceded Benefits Payable	12
Misstatement of Age or Sex	12
Expenses	12
Extra Contractual Damages	13

ARTICLE IX	14
DISPUTE RESOLUTION	14
Arbitration	14
ARTICLE X	16
INSOLVENCY	16
Insolvency	16
TAXES & EXPENSES	18
DAC Tax	18
The Reinsurer’s Taxes and Expenses	18
ARTICLE XII	19
GENERAL PROVISIONS	19
Alterations to Agreement	19
Parties to Agreement	19
Oversights	19
Assignment	19
Entire Agreement	19
Good Faith	20
Inspection of Records	20
Offset	21
Duration of Agreement	21
Severability	21
Benefit	21
Confidentiality	22
Construction; Governing Law	22
Lead Reinsurer of Underwriting	22
Credit for Reinsurance	23
Non-Waiver	23
Survival	23
EXHIBIT A	25
PLANS, RIDERS, AND BENEFITS REINSURED	25
EXHIBIT A-I	26
THE COMPANY’S UNDERWRITING FORMS,	26
AND EVIDENCE	26
EXHIBIT A-II	27
POOL PARTICIPANTS	27
EXHIBIT B	28
GENERAL PROVISIONS	28
EXHIBIT C	31
YRT PREMIUM RATES:	31
INSTRUCTIONS FOR ADMINISTRATION	31
EXHIBIT D	32
RETENTION LIMIT AND AUTOMATIC PARAMETERS	32
EXHIBIT E	33
REINSURANCE REPORTS	33
EXHIBIT F	35
LEAD REINSURER OF UNDERWRITING	35

ARTICLE I

Business Reinsured

Reinsurance under this Agreement shall be an automatic and a facultative basis.

Policies, Benefits, and Riders under Plans listed in Exhibit A

This Agreement applies to the mortality risk for Guaranteed Issue and Simplified Underwriting for all Corporate Owned Life Insurance (COLI) and Bank Owned Life Insurance (BOLI) Plans, Benefits and Riders listed in Exhibit A and issued by the Company on or after the Effective Date of the Agreement. These plans are reinsured under the General Provisions outlined in Exhibit B and Premium Rates outlined in Exhibit C and are also subject to terms and conditions described elsewhere in this Agreement. Excluded from this Agreement are: Group Term Carve Out and professional athletes and entertainers.

This Agreement is applicable only to reinsurance of policies directly written by the Company in states where the Company is licensed. Any policies acquired by the Company through merger of another company, reinsurance, or purchase of another company’s policies are not included under the terms of this Agreement. However, reinsurance of such policies may be arranged by written agreement between the Company and the Reinsurer.

The amount retained by the Company includes its retention under any in force policies without the benefit of other reinsurance, except that such retention may include amounts retained by an affiliate of the Company if (1) ceded to the affiliate for capital management purposes and (2) the affiliate is contractually required to retain such amounts without the benefit of reinsurance. The Company will continue to provide all underwriting claim management and administration services with respect to the policies in accordance with the terms of the Agreement.

This Agreement does not cover the following unless specified elsewhere:

a) Non-contractual conversions or group conversions; or

b) Policies issued under a program where full current evidence of insurability consistent with the amount of insurance is not obtained, or where conventional selection criteria are not applied in underwriting the risk; or

c) Any conversion of a previously issued policy that had been reinsured with another reinsurer.

Currency

All cessions under this Agreement shall be affected in the currency specified in Exhibit B. Reinsurance premiums and liabilities shall be expressed and payable in that currency.

Underwriting Forms and Evidence

The Company shall provide full disclosure of all material facts or changes in practice regarding the policies and benefits covered by this Agreement.

Any proposed material change shall be submitted to the Reinsurer in writing for approval prior to implementation. If the Reinsurer does not respond within thirty (30) days, it shall be presumed that the Reinsurer is agreeable to such modification or change.

The Company’s Underwriting Forms and Evidence, which are available to the Reinsurer, are listed in Exhibit A-I.

1

ARTICLE II

Requirements for Reinsurance Coverage

Automatic Coverage

The Company shall cede to the Reinsurer the life insurance policies. supplementary benefits and riders listed in Exhibit A. The Reinsurer shall automatically accept these policies, supplementary benefits and riders as described in the exhibits of this Agreement, provided that:

(a) the Company keeps its full retention in accordance with the limits as set out in Exhibit D, or otherwise holds its full retention on a life under previously issued in-force policies, provided the Company has complied with the Underwriting Forms and Evidence specified in Exhibit A-1 that would have applied if the new policy had fallen completely within the Company’s retention.; and

(b) the Company underwrites cases in accordance to its Simplified and Guaranteed Issue Underwriting Guidelines; and

(c) the Location Limit is defined as the maximum amount issued across all COLI/ BOLI groups, ceded to the Reinsurer by the Company in any one or more buildings or structures within a one mile radius that serve as the place of employment for lives covered under a policy at the time of policy issue; and

(d) the application is on a life, which has not knowingly been submitted facultatively by the Company, to the Reinsurer or any other reinsurer within the last three years, unless the reason for submitting the case facultatively no longer applies; and

(e) The total of the new ultimate face amount of reinsurance required, including any contractual increases and the amount already reinsured on that life under this Agreement and all other agreements between the Reinsurer and the Company covering business written on an Employer Sponsored plan issued on any underwriting basis, does not exceed the Automatic Acceptance and per Location Limits set out in Exhibit D; and

(f) The policy does not cover any lives employed within the geographical boundaries of the borough of Manhattan, New York, at the time the policy is issued.

For purposes of this Article, “ultimate face amount” will mean the projected maximum policy face amount that could be reached based on reasonable assumptions made about the policy.

Facultative Coverage

Any cases that do not meet the Automatic Acceptance Limits specified in Exhibit D shall be submitted to the Reinsurer on a facultative basis. The Company however will always keep its full quota share on facultative cases.

The relevant terms and conditions of this Agreement shall apply to those facultative applications that are accepted by the Reinsurer.

2

ARTICLE III

Reinsurance Cessions

Automatic Cessions

For all automatic cessions, the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company agrees to send copies of the application, underwriting papers and other papers for an automatic cession on any life upon the request from the Reinsurer.

Facultative Cessions

The Company may apply for facultative reinsurance by sending to the Reinsurer copies of all pertinent papers, including the original application, medical examination, inspection reports, physician’s statements, urinalyses, and all other information that the Company may have relating to the insurability of the risk.

The Company shall have ninety (90) days from the date of the Reinsurer’s final offer in which to place the policy with the insured/owner, after which time the Reinsurer’s offer shall expire unless the Reinsurer explicitly states in writing that the offer is extended for some further period.

After consideration of the pertinent papers, the Reinsurer shall promptly inform the Company of its underwriting decision. If the underwriting decision is acceptable to the Company and the Company’s policy is subsequently placed in force in accordance with the Company’s placement rules, the Company shall advise the Reinsurer in the manner described in Exhibit E.

The Company will advise the Reinsurer of its acceptance of the Reinsurer’s underwriting decisions pertaining to facultative business by sending written notice to the Reinsurer.

If any application to the Reinsurer is not to be placed with the Reinsurer, the Company shall advise the Reinsurer so that the Reinsurer can complete its records.

For all cessions reinsured hereunder, the Company shall advise the Reinsurer as outlined in Exhibit E.

Data Notification

The Company shall self-administer all business reinsured under this Agreement.

The Company shall provide the Reinsurer with the reports as set out in Exhibit E. The Company, upon request, will provide the Reinsurer with any other information related to the business reinsured under this Agreement and which the Reinsurer requires in order to complete its financial statements. The Company will promptly inform the Reinsurer of any change in the reporting format or data prior to use in reports to the Reinsurer.

3

ARTICLE IV

Statement of Account

Premium and Claims Accounting

The premiums to be paid to the Reinsurer by the Company for reinsurance shall be in accordance with the terms set out in Exhibit C.

During each accounting period, the Company undertakes to send to the Reinsurer Billing Statements as set out in Exhibit E, showing all first year and renewal premiums due the previous accounting period. Also included will be any adjustments made necessary by changes in reinsurance effective during the previous period or changes due to any corrections to a previous report.

For all claims paid by the Company within the accounting period, the Company will submit to the Reinsurer a Statement of Reinsured Claims Collected. This is an itemized listing of benefits including the ceded death benefit, plus the Reinsurer’s proportionate share of the interest and expenses paid by the Company, that have been netted off the Reinsurer’s monthly Billing Statement(s).

The balance of account due shall then become payable. If the statement balance so calculated is due to the Reinsurer, the Company shall forward payment in settlement together with the statements. If the balance is due to the Company, the Reinsurer shall forward payment in settlement within forty-five (45) days of receipt of the statements.

For balances remaining unpaid longer than forty-five (45) days after the Reinsurer’s receipt of request for payment, the Company reserves the right to charge interest on the outstanding balance. The outstanding balance will incur interest calculated from that date using the “3 month” U.S. Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

The Company also reserves the right to net any undisputed balances, which remain unpaid for more than forty-five (45) days after the receipt of request for payment, from the next reinsurance billing statement.

Non-Payment of Premiums

The Reinsurer may terminate its liability for any reinsurance for which the reinsurance premiums have not been paid within sixty (60) days after billing, by giving thirty (30) days written notice by registered mail of such action to the Company.

The Reinsurer reserves the right to charge interest on any balances remaining unpaid within sixty (60) days of the due date and/or when premiums for new business are not paid within one hundred and twenty (120) days of the issue date of the policy. Interest incurred will be calculated using the “3-month” US Treasury Bill rate reported for the last working date of the calendar month in the Wall Street Journal or a comparable publication.

4

ARTICLE IV (cont’d)

The Reinsurer’s right to terminate reinsurance for non-payment of premium shall not prejudice its right to collect premiums for the period the reinsurance was in force.

During the period premiums are outstanding, the Reinsurer may offset the amount of any premiums in arrears against amounts owed to the Company.

The Company shall not force termination under the provisions of this paragraph solely to avoid the recapture requirements or to transfer to another reinsurer the block of business reinsured under this Agreement.

Unearned Premium

The Company shall take credit, without interest, for any unearned premiums, net of commissions or allowances, arising due to reductions, terminations, lapses, cancellations or death claims, in its account.

5

ARTICLE V

Changes to Business Reinsured

Policy Changes

Changes to policies reinsured under this Agreement shall be made in accordance with the provisions set out below. “Policy changes” refers to the variety of actions that may be made to a policy after issue. These actions include, but are not limited to, replacements, changes in plans or a change in the face amount of the policy.

If the change affects the plan, the amount of reinsurance, premiums, or commissions under the cession, the Company shall inform the Reinsurer in the subsequent Reinsurance Report as set out in Exhibit E.

Plan Changes

Automatic Cessions:

a) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and the Company is not obtaining evidence in accordance with the Company’s full new business underwriting rules, or as agreed otherwise by the Company and the Reinsurer, the reinsurance shall remain in effect with the Reinsurer on the following basis:

(i) the reinsurance rates and the durations shall be based on those applicable to the original cession; and

(ii) the reinsurance amount at risk shall be determined according to the terms of this Agreement but in no event shall be more than the original cession at the time of the change in plan; and

(iii) the suicide and contestability period of the policy will be measured from the issue date of the original cession.

Internal replacements, as described above, may occur between the Company and any of its affiliate companies.

b) Whenever the plan of insurance on any policy reinsured hereunder is being changed, including internal replacements, and evidence is required in accordance with the Company’s Simplified Underwriting and Guaranteed Issue new business underwriting rules, the policy will be considered new business and will be reinsured under the current pool open to new business, using first year rates based on attained age. The suicide and contestability period of such a policy will be measured from the current issue date, except in jurisdictions that require otherwise. If the change is made after any termination of this Agreement for new business, the reinsurance will be on agreed upon terms.

Increase in Amount and Re-underwriting

(i) Automatic Cessions:

Any re-underwriting, (including any change in mortality rating), or non-contractual increase in amount at risk for any cession shall be subject to the originally negotiated underwriting for the case or as agreed otherwise by the Company and the Reinsurer. The amount of the increase shall be subject to the terms set out in Exhibit B.

If the amount to be reinsured exceeds the Automatic Coverage Limits (Exhibit D), the increase shall be subject to the Reinsurer’s approval.

6

ARTICLE V (cont’d)

(ii) Facultative Cessions:

Any re-underwriting or non-contractual increase, including any change in mortality rating shall be subject to the Reinsurer’s approval.

Reductions

If the amount of insurance of a policy issued by the Company is reduced then the amount of reinsurance on that policy shall be reduced in the same proportion that the original reinsurance amount bore to the original total face amount. The reduction shall be effective on the same date as the reduction under the original policy.

If the reinsurance for a policy has been placed with more than one reinsurer, the reduction shall be applied to all reinsurers in proportion to the amounts originally reinsured with each reinsurer.

If the insured has multiple policies, some of which are reinsured and a fully retained policy lapses or reduces, the Company will not make any changes to the reinsured policies.

Special Changes

If any special or unusual change, which is not covered above and which may affect the terms of the cession in question, is requested, the Reinsurer’s approval shall be obtained before such a change becomes effective.

Lapses

When a reinsured policy lapses, the cession in question shall be cancelled effective the same date. If the Company allows extended or reduced paid-up insurance following a lapse, the reinsurance will be appropriately amended. If the Company allows the policy to remain in force under its automatic premium loan regulations, the reinsurance shall continue unchanged and in force as long as such regulations remain in effect, except as provided for otherwise in this Agreement.

If the policy continues in force without payment of premium during any days of grace pending its termination, whether such continuance is as a result of a policy provision or a practice of the Company, the reinsurance will also continue without payment of premium and will terminate on the same date as the Company’s risk terminates.

Reinstatements

If a policy reinsured on an automatic basis is reinstated in accordance with the terms and normal Company rules and practices, the Reinsurer shall reinstate the reinsurance automatically.

If the Company collects premiums in arrears from the policyholder of a reinstated policy, it agrees to pay the Reinsurer all corresponding reinsurance premiums in arrears in connection with the reinstatement.

The Reinsurer’s approval is required only for the reinstatement of a facultative policy when the Company’s regular reinstatement rules indicate that more evidence than a Statement of Good Health is required.

7

ARTICLE VI

Retention Limit Changes and Recapture

Retention Limit Changes

The reinsurance under this Agreement shall be maintained in force without reduction except as specifically provided for elsewhere in this Agreement.

The Company may change its retention limits for the purposes of this Agreement on new business being issued at any time by giving at least 90 days prior written notice to the Reinsurer of the new retention limits and the effective date of the new retention schedule. Changes to the Company’s Retention Limits in Exhibit D will not affect the reinsured policies in force at the time of such a change except as specifically provided for elsewhere in this Agreement, and will not affect the Automatic Acceptance Limits in Exhibit D unless mutually agreed in writing by the Company and the Reinsurer.

If the Company decreases its Retention Limit, no reinsurance may be ceded on an automatic basis until the parties have reviewed and either expressly affirmed or revised the Automatic Acceptance Limits set out in Exhibit D.

Recapture

Recapture is not applicable under this Agreement

8

ARTICLE VII

Liability

The Reinsurer’s liability to the Company will be based upon the terms of this Agreement and not the Reinsured Policy. Unless specified elsewhere in this Agreement:

a) The Reinsurer will not participate in any ex gratia payments made by the Company (i.e., payments the Company is not required to make under the policy terms); and

b) The Reinsurer will not share in any Extra Contractual Damages (except as set forth in Article VIII); and

c) The Reinsurer’s liability is limited to its share of the Company’s contractual benefits owed under the express terms of the reinsured Policies.

Automatic Reinsurance

The Reinsurer’s liability for any policy ceded on an automatic basis under this Agreement shall begin simultaneously with the Company’s contractual liability for the policy reinsured.

Facultative Reinsurance

The Reinsurer shall have no liability if it declines the risk and duly notifies the Company or if the Company declines the Reinsurer’s offer or if the offer is not accepted prior to its expiration or within the lifetime of the risk.

If a policy is submitted on a facultative basis, the liability of the Reinsurer shall commence when the Reinsurer has received notice from the Company, during the lifetime of the insured, that the Reinsurer’s offer has been accepted.

If the Reinsurer has submitted an unconditional offer on a facultative case to the Company, and a claim arises prior to the Company notifying the Reinsurer that their offer has been accepted, the Reinsurer shall be liable for its share of said claims, if it is demonstrated to the satisfaction of the Reinsurer that the policy would have been reinsured with the Reinsurer.

Duration

The liability of the Reinsurer for all cessions under this Agreement shall cease at the same time as the liability of the Company ceases and shall not exceed the Company’s contractual liability under the terms of its policies.

Notwithstanding the foregoing, the Reinsurer may terminate its liability for any policies for which premium payments are in arrears, according to the terms set out in Article IV of this Agreement.

It is understood that the Reinsurer’s liability for a claim shall be based on the reinsured net amount at risk as of the date the claim is incurred.

9

ARTICLE VIII

Claims

Claims Decision

The Reinsurer agrees that in regard to all claims on policies reinsured under this Agreement:

(a) The final decision respecting claims payment is at the sole discretion of the Company.

(b) The Company may approach the Reinsurer for an opinion, but the Reinsurer is not responsible to the Company for a claim decision.

(c) The Company’s contractual liability for claims, as described in this Article, is binding on the Reinsurer for the policies reinsured under this Agreement.

Initial Notice of Claim

For all claims, the Company will send an Initial Notice of Death and a Statement of Claims Pending report to the Reinsurer, which will be included with the Company’s monthly claims and premium-billing statement, as referenced in Exhibit E. It is a condition to the Reinsurer’s obligation to pay a claim that the Company notify the Reinsurer in writing as soon as possible, but in any event not later than 12 months after the Company receives notice of a claim on a reinsured policy and has established liability for the reinsured policy.

The Initial Notice of Death and the Statement of Claims Pending reports include: the insured’s name, date of birth, the death benefit amount, the retained amount, ceded death benefit, policy number, plan code, treaty code, date of death, and policy issue date.

Claim Proofs

Note: In the following section, “death benefit” refers to the amount payable on a death claim under a policy reinsured under this Agreement, not including any interest or expenses related to that claim. Claims will be netted off premiums. Procedures for handling reinsured claims are as follows:

(i) For all non-contestable claims where the Company’s policy death benefit is less than or equal to $1,000,000, the Company will report these claims on a “bulk” basis (where no proofs will be provided to the Reinsurer – except upon specific request by the Reinsurer).

(ii) For all non-contestable claims where the Company’s policy death benefit is $1,000,001 or greater, once the Company has approved and paid the claim, the Company will send to the Reinsurer copies of the claimant’s statement, the insured’s death certificate and proof of payment.

(iii) For claims within the contestable period, where the policy death benefit is less than or equal to $500,000, once the Company has approved and paid the claim, the Company will send to the reinsurer copies of insured’s death certificate, claimant’s statement, and proof of payment. (The Company will provide additional papers, including underwriting files, to the Reinsurer upon request.)

(iv) For claims within the contestable period, where the policy death benefit is equal to or exceeds $500,001, the Company will send to the Reinsurer copies of the insured’s death certificate, claimant’s statement, and claims investigation papers. If the reinsurance is on an automatic basis, the Company will also provide copies of the underwriting papers.

10

ARTICLE VIII (cont’d)

If the Reinsurer wishes to comment on or consult with the Company regarding a claim, it shall inform the Company within five (5) business days upon receipt of the above information. The Company will forward a copy of proof of payment, once the claim has been paid.

For all claims, including those reported on a “bulk” basis, the Company will send an Initial Notice of Death, the Statement of Claims Collected Net of Premium report and the Statement of Reinsured Claims Incurred report to the Reinsurer, which will be included with the Company’s monthly claims and premium billing statement.

Ceded Claim Settlements

Payment of death claims by the Reinsurer shall be in one lump sum regardless of the mode of settlement under the Company’s policy.

The Reinsurer will reimburse the Company for any claims payable under this Agreement as described in Article IV.

Claims Practices

The Company is responsible for the investigating, contesting, compromising or litigating any Reinsured Policy claims in accordance with applicable law and policy terms. It is the Company’s sole decision to determine whether to investigate, contest, compromise or litigate a claim.

The Company acknowledges that it follows industry standard and investigates claims with any of the following criteria:

a) If the claim occurs within the contestable period as defined by the Reinsured Policy; or

b) If there is a reasonable question regarding the validity of the insured’s death or the authenticity of the proofs of death; or

c) If the death occurs outside the United States or Canada; or

d) If the insured is missing or presumed dead; or

e) If there is a reasonable suspicion of fraud.

A claim investigation for non-GI and non- GI Plus policies generally includes confirming proof of death, medical records to validate the insured’s medical disclosures and, if material, financial condition at the time of Policy application. Investigations may also include obtaining police reports, coroner’s reports, financial records, or other information that would be appropriate under the circumstances.

The Company acknowledges that it does defend against claims meeting the following criteria:

a) If a material misrepresentation is found in the Policy application; or

b) If fraud is found; or

c) If there is insufficient proof of death.

11

ARTICLE VIII (cont’d)

Contested Claims

Subject to the section above entitled “Claim Proofs”, the Company will notify the Reinsurer of its intention to contest, compromise, or litigate a claim involving a reinsured policy, or to rescind coverage by the Company under a reinsured policy. The Company shall then submit to the Reinsurer for review, copies of all papers connected with the claim.

In the event that the Reinsurer does not wish to contest, compromise, or litigate the claim, it shall notify the Company in writing within five (5) business days after receipt of all the necessary papers. The Reinsurer shall then discharge all of its liability by paying the Company its full share of the reinsured liability to the Company and will not share in any subsequent reduction in liability.

If the Reinsurer agrees with the decision to contest the claim, the Reinsurer will notify the Company of its decision in writing and will share in any subsequent reduction in the Company’s liability. The Reinsurer will share in such reduction in the proportion that the Reinsurer’s net liability bears to the sum of the net liability before reduction of the Company and all reinsurers on the insured’s date of death.

Ceded Benefits Payable

The reinsurance benefit will be limited to the Reinsurer’s share of the Company’s contractual liability for the claim which, satisfy the terms of this Agreement. For the purposes of this Article, contractual liability shall mean the benefits payable by the Company under the terms and conditions of the reinsured policy.

The total reinsurance benefit recovered by the Company from all reinsurers on a policy must not exceed the Company’s total contractual liability on the policy, less the Company’s quota share or kept retention on the policy.

Misstatement of Age or Sex

If the amount of insurance provided by the policies reinsured hereunder is increased or reduced because of a misstatement of age or sex established after the death of a life insured, the Reinsurer shall share in the increase or reduction in the proportion that the net liability of the Reinsurer bears to the total of the net liability of the Company and the net liability of all reinsurers, including the Reinsurer, immediately prior to such increase or reduction.

The reinsurance with the Reinsurer shall be rewritten from commencement on the basis of the adjusted amounts using premiums and reserves at the correct age or sex. The adjustment for the difference in premiums shall be made without interest.

Expenses

The Reinsurer shall pay its share of the expenses that are connected to the Company’s investigation of any claim incurred on policies reinsured under this Agreement. Subject to the Extra Contractual Damages section of this Article, claims investigation expenses do not include expenses incurred by the Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits. The Reinsurer will not reimburse the Ceding Company for routine claim and administration expenses.

Expenses which are excluded from this provision are salaries of officers or employees, or other routine office expenses of the Company; also excluded are expenses incurred in connection with a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits that the Company admits are payable.

12

ARTICLE VIII (cont’d)

In the event that the Reinsurer agrees with a decision of the Company to contest, compromise, or litigate a claim or to rescind coverage by the Company under a reinsured policy, the Reinsurer agrees to reimburse the Company for any third party expenses, including but not limited to reasonable legal and investigative expenses that the Company may incur in seeking to contest, compromise, litigate a claim under such reinsured policy, or to rescind such reinsured policy. Such reimbursement shall be in the proportion that the Reinsurer’s net liability for such reinsured policy bears to the sum of the net liability of the Company and all reinsurers for such reinsured policy as of the date of death where the Company decides to contest, compromise, or litigate a claim under such reinsured policy, and as of the date of rescission where the Company decides to rescind such reinsured policy. The Reinsurer shall also pay its share of the claim itself, if applicable.

Extra Contractual Damages

In no event shall the Reinsurer participate in punitive, compensatory, bad faith damages, or statutory penalties as described below, which are awarded against the Company as a result of an act, omission or course of conduct committed solely by the Company in connection with the insurance reinsured under this Agreement unless the Reinsurer concurred with the claim actions which were the basis for the extra contractual damages.

In such situations, the Company and the Reinsurer shall share such damages so assessed, in equitable proportions, but all factors being equal, the Reinsurer’s assessments would be in proportion to the risk accepted for the Reinsured Policy involved.

For the purposes of this provision, the following definitions shall apply:

(a) “Punitive Damages” are those damages awarded as a penalty, the amount of which is not governed, nor fixed, by statute.

(b) “Statutory Penalties” are those amounts, which are awarded as a penalty, but fixed in amount by statute.

(c) “Compensatory Damages” are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

(d) “Bad Faith Damages” are those damages, which may be compensated by punitive damages and are awarded as a result of bad faith dealings on the part of the Company.

13

ARTICLE IX

Dispute Resolution

Arbitration

The Company and the Reinsurer shall attempt in good faith to negotiate a mutually acceptable solution to any controversy, dispute or claim arising out of or relating to this contract, or the breach thereof. Where the Company and the Reinsurer fail to reach a mutually acceptable solution, then either the Company or the Reinsurer may request that the controversy, dispute, claim, or breach of contract be settled by arbitration, and the arbitrators, who shall regard this Agreement from the standpoint of practical business as well as the law, are empowered to determine as to the interpretation of the treaty obligation.

To initiate arbitration, either the Company or the Reinsurer will notify the other in writing of its desire to arbitrate, stating the nature of its dispute and remedy sought. The party to which the notice is sent will respond to the notification in writing within fifteen (15) days.

Within sixty (60) days of the date on which the party initiating the arbitration gives notice to the other party that it is initiating such arbitration, the Company and the Reinsurer shall each appoint one arbitrator. The two arbitrators shall select a third arbitrator within two weeks of the date on which the last of the two such arbitrators was appointed. Should the two arbitrators not agree on the choice of the third arbitrator, then the Company and the Reinsurer shall each name four (4) candidates to serve as arbitrator.

Beginning with the party who did not initiate arbitration, each party shall eliminate one candidate from the eight listed until one candidate remains. If this candidate declines to serve as the arbitrator, the candidate last eliminated will be approached to serve. This process shall be repeated until a candidate has agreed to serve as the third arbitrator.

All three arbitrators must be present or former officers of Life Insurance Companies or Life Reinsurance Companies, excluding however, officers of the two parties to this Agreement, their affiliates or subsidiaries or past employees of any of these entities. The place of meeting of the arbitrators shall be decided by a majority vote of the arbitrators. The written decision of a majority of the arbitrators shall be final and binding on both parties and their respective successors and assigns. All costs of the arbitration and expenses and fees of the arbitrators shall be borne equally by the parties, unless otherwise ordered by the arbitrators.

The customs and practices of the life insurance and reinsurance industries may be considered by the arbitrators to resolve any ambiguities in the Agreement but only insofar as such customs and practices are consistent with the terms of this Agreement.

The arbitrators shall render a decision within two months of the appointment of the third arbitrator, unless both parties agree otherwise. In the event no decision is rendered within four months, new arbitrators shall be selected as above.

The arbitrators will not have the authority to award punitive or exemplary damages.

Alternatively, if both parties consent, any controversy may be settled by arbitration in accordance with the rules of the American Arbitration Association.

Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

14

ARTICLE IX (cont’d)

It is specifically the intent of both parties that these arbitration provisions shall replace and be in lieu of any statutory arbitration provision, if the law so permits.

If more than one reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such reinsurers shall consolidate and act as one party for purposes of arbitration and communications shall be made by the Company to each of the reinsurers constituting the one party; provided, however, that nothing therein shall impair the rights of such reinsurers to assert several, rather than joint defenses or claims, nor be construed as changing the liability of the reinsurers under the terms of this Agreement from several to joint.

15

ARTICLE X

Insolvency

Insolvency

For the purpose of this Agreement, the Company or the Reinsurer shall be deemed “insolvent” when it:

(a) applies for or consents to the appointment of a rehabilitator, conservator, liquidator or statutory successor of its properties or assets; or

(b) is adjudicated as bankrupt or insolvent; or

(c) files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or

(d) becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the domicile of the Company, or the Reinsurer, as the case may be.

In the event of the insolvency of the Reinsurer or the Company, any amounts owed by the Company to the Reinsurer and by the Reinsurer to the Company, under the Agreement or under any other reinsurance agreement between the Company and the Reinsurer, shall be set-off and only the balance shall be paid.

The Reinsurer shall be liable only for the amounts reinsured with the Reinsurer and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under this Agreement with the Company or for any damages or payments resulting from the termination or restructure of the policies that are not otherwise expressly covered by this Agreement. Damages or other payments resulting from insolvency and attributable to the termination or restructure of the Reinsured Policies are not covered by this Agreement.

In the event of the insolvency of the Company, the reinsurance obligations under this Agreement shall be payable by the Reinsurer directly to the Company, its liquidator, receiver, rehabilitator, conservator or statutory successor, immediately upon demand, with reasonable provision for verification on the basis of the claims allowed against the insolvent company by any court of competent jurisdiction or by any rehabilitator, receiver, conservator, liquidator or statutory successor having authority to allow such claims without diminution because of the insolvency of the Company, or because the rehabilitator, receiver, conservator, liquidator or statutory successor has failed to pay all or a portion of any claims.

It is understood, however, that in the event of such insolvency, the rehabilitator, conservator, receiver, liquidator or statutory successor of the Company shall give written notice of the pendency of a claim against the Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceedings, and that during the pendency of such claim the Reinsurer may investigate such claim and interpose, at its own expense, in the proceedings where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or its liquidator, rehabilitator, receiver, conservator or statutory successor.

It is further understood that the expense thus incurred by the Reinsurer shall be chargeable, subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of the reinsurance Agreement as though the Company had incurred such expense.

16

ARTICLE X (cont’d)

In the event of insolvency of the Reinsurer, the Company may recapture business in accordance with the following rules:

(a) The amount of reinsurance eligible for recapture is based on the reinsurance net amount at risk as of the date of recapture.

(b) The Reinsurer shall not be liable, after the effective date of recapture, for any cessions or portions of such cessions eligible for recapture, which the Company has overlooked. The Reinsurer shall be liable only for a credit of the premiums received after the recapture date, less any commission or allowance and without interest.

(c) The Reinsurer shall be liable for its share of any claim incurred up to and including the date of recapture.

In the event of the insolvency of either party, the rights or remedies of this Agreement will remain in full force and effect.

17

ARTICLE XI

Taxes & Expenses

DAC Tax

The Company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g)(8) of the Income Tax Regulation under Section 848 of the Internal Revenue code of 1986, as amended, whereby:

(a) the party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1); and

(b) both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency; and

(c) The parties will act in good faith to resolve any discrepancies.

The term “net consideration” will refer to either net consideration as defined in Regulation Section 1.848- 2(f).

This DAC Tax Election shall be effective for all years for which this Agreement remains in effect.

The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provisions of subchapter L of Chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.

The Reinsurer’s Taxes and Expenses

Apart from any taxes, allowances, commissions, refunds, and expenses specifically referred to elsewhere in this Agreement, the Reinsurer shall pay no commissions, allowances, taxes, or proportion of any expense to the Company in respect of any cession.

18

ARTICLE XII

General Provisions

Alterations to Agreement

Any alteration to this Agreement shall be null and void unless attached to the Agreement and signed by both parties.

Parties to Agreement

This is an Agreement solely between the Company and the Reinsurer. There is no third party beneficiary to this Agreement. The acceptance of reinsurance hereunder shall not create any right or legal relation between the Reinsurer and the insured, beneficiary, or any other party to any policy of the Company, which may be reinsured hereunder. The Company and the Reinsurer will not disclose the other’s name to these third parties with regard to the agreements or transactions that are between the Company and the Reinsurer, unless the Company or the Reinsurer gives prior approval for the use of its name or unless such disclosure is required under any law, statute or regulation or under any legal or administrative proceeding before any court or tribunal.

Oversights

It is agreed that any unintentional or accidental failure to comply with the terms of this Agreement which can be shown to be the result of an oversight, misunderstanding or clerical error on the part of either party shall not be deemed to be an abrogation of the Agreement or an invalidation of the reinsurance. Upon discovery, the error shall be promptly corrected by both parties, being restored to the position they would have occupied had the oversight, misunderstanding or clerical error not occurred.

This provision shall apply only to oversights, misunderstandings or clerical errors relating to the administration of reinsurance covered by this Agreement and not to the administration of the insurance provided by the Company to its insured. Any negligent or deliberate acts or omissions by the Company regarding the insurance provided are the responsibility of the Company and its liability insurer, if any, but not that of the Reinsurer.

Assignment

Neither the Company nor the Reinsurer may assign any of the rights and obligations under this Agreement, nor may either party sell, assumption reinsure or transfer the policies without the prior written consent of the other party. This provision shall not prohibit the Reinsurer from reinsuring the policies on an indemnity basis.

Entire Agreement

This Agreement and Exhibits represent the entire agreement between the Company and the Reinsurer and supercedes, with respect to its subject matter, any prior oral or written agreements between the parties. There are no understandings between the parties to this Agreement other than those expressed in the Agreement.

Any change or modification to this Agreement and Exhibits will be null and void unless made by written amendment and signed by both parties.

19

ARTICLE XII (cont’d)

Good Faith

The Company and Reinsurer agree that all matters with respect to this Agreement require utmost good faith of both parties.

Each party represents and warrants to the other party that:

(i) it is solvent on a statutory basis in all states in which it does business or is licensed.

(ii) (a) its Total Adjusted Capital is at least equal to 2.5 times its Authorized Control Level Risk Based Capital, (where Total Adjusted Capital and Authorized Control Level Risk Based Capital have the definition given by the National Association of Insurance Commissioners {NAIC}) if it is a U.S. domiciled party, or

(b) it has satisfied the minimum capital and surplus requirements of its jurisdiction of domicile if it is not a U.S. domiciled party.

Each party agrees to promptly notify the other if it subsequently becomes insolvent, as described in Article X.

Each party acknowledges that the other party has entered into this Agreement in reliance upon their representations and warranties. The Company affirms that it has and will continue to disclose all matters material to this Agreement and each cession. Examples of such matters are a change in underwriting or issue practices or philosophy, a change in underwriting management personnel, or a change in the Company’s ownership or control.

Inspection of Records

The Reinsurer, or its duly authorized representative, will have the right to inspect original papers, records and all documents relating to the business reinsured under this Agreement. Such access will be provided during regular business hours at the office of the Company.

The Reinsurer’s inspection, audit or photocopying of records will be limited to records related to the business reinsured under this Agreement, including but not limited to, underwriting, claims and administration and will not apply:

a) To records related to the reinsurance bidding process for this Agreement;

b) To privileged information; or

c) During the pendency of any related arbitration.

The Company, or its duly authorized representatives, will have the right to inspect all documents relating to underwriting, claims processing and administration of the business reinsured under this Agreement. Such access will be provided during regular business hours at the office of the Reinsurer. The Company’s inspection, audit or photocopying of records will be limited to records related to the administration of this Agreement and will not apply:

20

ARTICLE XII (cont’d)

a) To records related to facultative cessions for which no offer was made by the Reinsurer or accepted by the Company;

b) To privileged information;

c) During the pendency of any related arbitration;

d) To records related to the reinsurance bidding process for this Agreement;

e) To financial and other records related to the Agreement’s performance;

f) To records related to any retrocession, securitization, or structured, asset-backed or asset-based financing by the Reinsurer; or

g) To analysis related to the Company’s business procedures and practices.

Subject to the limitations set forth in sections b. and c., above, assuming the party inspecting records has continued to perform its undisputed portion of its obligations under this Agreement, the party being inspected may not withhold access to information and records on the grounds that the inspecting party is in breach.

The right of access as specified above will survive until all of the obligations under this Agreement have terminated or been fully discharged.

Offset

The Company and the Reinsurer will have the right to offset any balance or balances whether on account of premiums, allowances or claims due from one party to the other, under this Agreement or under any other reinsurance agreement between the Company and the Reinsurer.

The right of offset will not be affected or diminished because of the insolvency of either party.

Duration of Agreement

This Agreement is effective as of the effective date set out in Exhibit B and is unlimited as to its duration. Either party giving at least ninety (90) days notice to that effect by registered letter to the other party may terminate it for further new reinsurance. During the period of such ninety (90) days the Reinsurer shall continue to accept new reinsurance under the terms of this Agreement. This notification period would be waived in the event the Reinsurer is deemed insolvent as set out in Article X. Further, the Reinsurer remains liable for all cessions existing at the date of the expiration set forth in the notice until their natural expiration, unless the parties mutually decide otherwise or as specified otherwise in this Agreement.

Severability

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

Benefit

Except as otherwise provided, this Agreement shall be binding upon the parties hereto and their respective successors and assigns.

21

ARTICLE XII (cont’d)

Confidentiality

Both the Company and the Reinsurer will hold confidential and not disclose or make competitive use of any shared proprietary information unless otherwise agreed to in writing, or unless:

a) the information otherwise becomes publicly available other than through unauthorized disclosure by the party seeking to disclose or use such information; or

b) the information is independently developed by the recipient;

c) the disclosure is required or deemed advantageous for purposes of retrocession, reinsurance, securitization, or structured, asset-backed or asset-based financing and the party whose information is disclosed consents in writing (which consent will not be unreasonably withheld); or

d) the disclosure is being made to external auditors; or

e) the disclosure is required by law (provided that the party whose information is disclosed is given notice and the opportunity to respond to the disclosure request).

“Proprietary Information” includes, but is not limited to, underwriting manuals and guidelines, applications, contract forms, and premium rates and allowances of the Reinsurer and the Company, but shall not include the existence of this Agreement and the identity of the parties.

In addition, the Reinsurer will protect the confidentiality of Non-Public Personal Information, as defined below, by:

a) Holding all Non-Public Personal Information in strict confidence;

b) Maintaining appropriate measures that are designed to protect the security, integrity and confidentiality of Non-Public Personal Information;

c) Using Non-Public Personal Information only to carry out the Reinsurer’s obligations under this Agreement; and

d) Disclosing Non-Public Personal Information to third parties only as necessary to perform services under this Agreement, for purposes of retrocession, or as may be required or required by law.

“Non-Public Personal Information” is personally identifiable medical, financial, and other personal information about proposed, current and former applicants, policy owners, contract holders, insureds, annuitants, claimants, and beneficiaries of Reinsured Policies or contracts issued by the Company, and their representatives, that is not publicly available. Non-Public Personal Information does not include de-identified personal data, i.e., information that does not identify, or could not reasonably be associated with, an individual.

Construction; Governing Law

This Agreement shall be construed and administered in accordance with the laws of the State of Michigan and the rights and obligations of this Agreement shall, at all times, be regulated under the laws of the State of Michigan.

Lead Reinsurer of Underwriting

Details on the Lead Reinsurer are shown under Exhibit F.

22

ARTICLE XII (cont’d)

Credit for Reinsurance

The parties intend that the Company will receive statutory reserve credit in its state of domicile for reinsurance provided under this Agreement. The parties agree to use reasonable efforts to ensure that such reserve credit will remain available to the Company.

Non-Waiver

A waiver by either party of any violation, or the default by the other party in its adherence to any term of this Agreement, will not constitute a waiver of any other or subsequent violation or default. No prior transaction or dealing between the parties will establish any custom or usage waiving or modifying any provision of the Agreement. The failure of either party to enforce any part of this Agreement will not constitute a waiver of any right to do so.

Survival

All provisions of this Agreement will survive its termination to the extent necessary to carry out the purpose of this Agreement.

23

Made in duplicate and executed by all parties.

Signed for and on behalf of:
John Hancock Life Insurance Company (U.S.A.) of Bloomfield Hills, Michigan
On:	DEC 31 2007	On:	DEC 31 2007
By:	/s/ Jonathan Porter	By:	/s/ Zahir Bhanji
	Jonathan Porter		Zahir Bhanji
Title:	VP and CFO, US Insurance	Title:	AVP Product Development

Signed for and on behalf of:
Swiss Re Life & Health America Inc. of Stamford, Connecticut (now domiciled in Hartford, Connecticut)
On:	Dec. 21, 2007	On:	12/26/07
By:	/s/ Connie Walker	By:	/s/ Brian K. Carteaux
Title:	Sr. VP	Title:	VP

24

EXHIBIT A

PLANS, RIDERS. AND BENEFITS REINSURED

As of the Effective Date of this Agreement, the policies issued for the plans shown below are reinsured subject to the terms and conditions in this Agreement.

Riders and supplementary benefits shall be reinsured in accordance with the terms of the underlying policy and with the same type of Reinsurance Coverage (Exhibit B) used for the reinsurance of the base policy to which they are attached - unless stated otherwise.

Plans Reinsured
Acronym	Single Life Plans	Historical Launch Date	Termination Date of Plan	Exhibit Ref.	Rate Start Date	Rate Ending Date
CUL	Corporate Universal Life	N/A**		C	January 19, 2005
CVUL03	Corporate Variable Universal Life 2004	October 1, 2003		C	January 19, 2005
CVUL04	Corporate Variable Universal Life 2004	May 1, 2004		C	January 19, 2005
CVUL05	Corporate Variable Universal Life 2005	October 12, 2005		C	January 19, 2005
AVL06	Accumulation Variable Universal Life 2006 (GI)	December 1, 2007		C	December 1, 2007

Benefits and Riders Reinsured
Acronym	Rider/Benefit
N/A	Maturity Extension
ROP	Return of Premium
PCRB	Premium Cost Recovery Benefits
SFA	Supplemental Face Amount

** Launch date not available.

25

EXHIBIT A-I

THE COMPANY’S UNDERWRITING FORMS,

AND EVIDENCE

The following information and items are to be provided to the Reinsurer upon request:

1. Policy Application Form and Part II

2. Reinstatement Rules

3. Non-medical and Medical Requirements

4. Underwriting Guidelines/Rules

5. Policy Form(s)

6. Supplemental Benefit and Rider Form

7. John Hancock COLI Guaranteed Issue Mortality Table.xls

26

EXHIBIT A-II

POOL PARTICIPANTS

As of January 19, 2005

REINSURER	AUTOMATIC SHARES
Swiss Re Life & Health America Inc.	40	%
Hannover Life Reassurance Company of America	25	%

27

EXHIBIT B

GENERAL PROVISIONS

1. EFFECTIVE DATE OF AGREEMENT: January 19, 2005

2. BACKDATING: The Reinsurer agrees to accept reinsurance coverage for policies backdated not to exceed 1 year (where the suicide and contestable clauses begin the date the policy is issued, not the back dated date) or 6 months (where the suicide and contestable clauses are back dated as well) and the maximum allowed by the state in which the policy is issued prior to the effective date of this Agreement. However, it is agreed that the Reinsurer shall not be liable for any mortality risks on such policies until the effective date of this Agreement. The Reinsurer agrees to pay allowances with effect from each policy year date of each policy and the Company agrees to remit reinsurance premiums due from the policy year date of each policy.

3. RESIDENCY REQUIREMENTS: The individual risk must be a United States or Canadian resident or citizen. An insured that resides for more than six months per year in the United States, including Puerto Rico, US Virgin Islands and Guam will be considered a U.S. resident. An insured that holds permanent resident status in Canada will be considered a Canadian resident. Limited international risks will be accepted on a facultative basis only.

4. CURRENCY: United States Dollars

5. REINSURANCE COVERAGE:

The Reinsurer’s share shall be 40 % first dollar quota share of the policy

6. REINSURANCE BASIS: Yearly Renewable Term

7. RATE CRITERIA: The rates set out in Exhibit B shall be used for automatic and facultative reinsurance of any policy covered by this Agreement.

8. PREMIUM MODE: Reinsurance premiums will be paid annually in advance.

9. AGE BASIS: Nearest

10. PREMIUM TAX: There shall be no separate reimbursement of Premium Tax.

11. RATE GUARANTEE:

A The Reinsurer, in its sole discretion, may increase the YRT reinsurance rates set out in this sub-section, provided:

(i) reinsurance rates may not exceed the U.S. statutory net valuation premium applicable to the Reinsured Policies, calculated using the appropriate guaranteed mortality table and interest assumption

(ii) any increase will only be implemented pursuant to         [*]        , as those provided in the policies reinsured herein.

B At any time during the twelve month period following such an increase in A above, the Company shall have the right, at its option, to recapture all, but not less than all, of the Reinsured Policies on which reinsurance rates have been so increased, regardless of the Reinsured Policies’ duration in force. The recapture settlement amount will be an amount equal to the portion of the unearned gross reinsurance premiums attributable to the recaptured business, net of any unearned reinsurance allowances, all determined as of the effective date of the recapture. The Reinsurer will pay the recapture settlement amount required not later than forty-five (45) days following final determination of such amount.

28

EXHIBIT B

Page 2

C Except as provided for in A above, reinsurance rates may only be increased in an amount equal to the proportional increases in charges or fees implemented by the Company on business ceded hereunder.

12. MINIMUM FINAL CESSION: Zero

13. RECAPTURE IN FORCE PERIOD:

Not Applicable

14. NET AMOUNTS AT RISK:

(a) For Death Benefit Option 1, the Net Amount at Risk is defined as the Death Benefit minus the Account Value, where the Death Benefit is the greater of the Face Amount or the minimum amount required under Section 7702 of the IRC.

(b) For Death Benefit Option 2, the Net Amount at Risk is defined as the Death Benefit minus the Account Value where the Death Benefit is the greater of the Face Amount plus the Policy Value or the minimum amount required under Section 7702 of the IRC.

(c) For Death Benefit Option 3, the Net Amount at Risk is defined as the Death Benefit minus the Account Value, where the Death Benefit is the greater of the Face Amount plus the sum of the premiums paid by the policyholder or the minimum amount required under Section 7702 of the IRC.

15. RETURN OF PREMIUM RIDER (ROP): For products issued with a Return of Premium Rider and which also include No Lapse Guarantee protection, the Return of Premium benefit amount is protected by the No Lapse Guarantee. The protection period will be either the first two policy years, or alternatively, the period required by local statute. After the first two years, (or other period required by local statute), if the cash value of the policy is calculated to be zero or less, the Return of Premium death benefit will be suspended from the total death benefit of the policy. If there is a claim during the suspension period, the Company will not pay the Return of Premium death benefit. Consequently, the Company will not pay any premiums to the Reinsurer in respect of this benefit during the suspension period.

If the Return of Premium death benefit is reinstated (subject to standard reinstatement provisions) the Company will not pay the Reinsurer premiums that would have been charged during the suspension period. The Company will pay the prospective premiums to the Reinsurer from the effective date the death benefit is reinstated.

16. INCREASING PLANS/ RIDERS:

Non-Contractual Increase:

Policy increases subject to new underwriting evidence will be considered new business and will be reinsured under this pool regardless of whether this pool is open or closed to other new business.

Contractual Increase:

If life insurance on a reinsured policy is increased and the increase is not subject to new underwriting evidence, the Reinsurer will automatically accept this increase if the following criteria are met;

i.) the increase(s) are scheduled and known at issue; or

ii.) the ultimate death benefit has been capped at issue; and

iii.) the total amount of reinsurance including the reinsurance required on the increases shall not exceed the Reinsurer’s Automatic Acceptance Limits outlined in Exhibit D.

29

EXHIBIT B

Page 3

For such increases the Company shall provide the Reinsurer with the ultimate death benefit amount of the increasing policy. The ultimate death benefit amount plus the in-force and pending formal application with all companies without deducting the amount to be replaced on the life insured shall not exceed the Location limit, outlined in Exhibit D. Any routine and financial underwriting shall be based on the ultimate death benefit amount and the reinsurance rates applied to the increasing policy shall be based on the original issue age, duration since issuance of the original policy and the original underwriting classification.

Other increases not specified in this Agreement that are not subject to new underwriting evidence are not allowed under this Agreement.

Note: The above clause does not apply to increases attributable to maintaining the eligibility of a policy as life insurance under the Internal Revenue Services (IRS) tax rules.

30

EXHIBIT C

YRT PREMIUM RATES:

INSTRUCTIONS FOR ADMINISTRATION

1. All business will be reinsured on a Smoker / Non-smoker / Gil /SI and Male/ Female basis, and the Company will indicate to the Reinsurer the underwriting classification of all policies reinsured hereunder.

The life reinsurance rates shall be calculated using the         [*]         Mortality Table. The attached rates are on a per thousand dollar basis.

The appropriate percentage outlined in the following table shall be applied to the attached rates for the policies reinsured hereunder:

	Rates as a Function of         [*]         Mortality Table
	All Years
Underwriting Class	Male		Female
GI Non-smoker	[	*]%	[	*]%
GI Smoker	[	*]%	[	*]%
SI Non-smoker	[	*]%	[	*]%
SI Smoker	[	*]%	[	*]%

2. MULTIPLE EXTRAS: For substandard risks issued at table ratings, the rates are increased by twenty-five percent (25%) for each table of substandard mortality. The maximum rating for Simplified and Guaranteed Issue is 250%.

3. FLAT EXTRAS: On all cessions, the due proportion of any extra premiums payable on account of additional mortality risk shall be payable to the Reinsurer. The maximum flat extra for Simplified Issues is at $2.50 per 1000 and for Guarantee Issues is at $5.00 per 1000.

4. ALLOWANCES ON FLAT EXTRAS:

(a ) Temporary Flat Extras (Less Than Or Equal To 5 Years):

90% of the flat extras per $1,000 are added to the appropriate single life YRT rate (i.e., net of the 10% reinsurance allowance for temporary flat extras).

(b ) Permanent Flat Extras (Or Temporary Flat Extras Greater Than 5 Years):

0% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in year 1, and 90% of the flat extras per $1,000 are added to the appropriate single life YRT rate(s) in renewal years (i.e., net of payment of 100% reinsurance allowance for first year and net of 10% reinsurance allowance for renewal years for permanent flat extras).

5. MATURITY EXTENSION FEATURE:

At attained age 100, all reinsurance premiums cease.

31

EXHIBIT D

RETENTION LIMIT AND AUTOMATIC PARAMETERS

THE COMPANY’S RETENTION LIMIT

The Company will retain a 35% (thirty-five) first dollar quota share of each policy up to the maximum retention limit of $ 3,000,000 per life for Guaranteed Issue (GI) and $5, 000,000 per life for Simplified Issue (SI).

THE REINSURER’S AUTOMATIC ACCEPTANCE LIMITS

The Reinsurer agrees to accept 40% (forty percent) first dollar quota share of each policy issued by the Company under this Agreement up to the automatic limits outlined in the table below:

1. Automatic Limits:

The Company cedes 65% of the risk. Once (if) the Company’s maximum GI/SI retention is full, 100% of the risk is ceded to the pool. The following chart outlines the automatic capacity only. The following Automatic Limits apply to policies within the Location limit. If the Automatic Limit is exceeded, the Company can submit the whole risk to reinsurers on a Facultative basis.

Maximum issue amount subject to Death Benefit (DB) Factors below:

Initial - $6,000,000 per life

Ultimate - $8,000,000 per life

No. of Lives	Death Benefit Factors
	GI	GI Plus	Simplified	Simplified Plus
10 – 15	25,000	45,000	40,000	60,000
16 – 20	45,000	65,000	60,000	80,000
21 – 40	65,000	85,000	80,000	100,000
41 +	75,000	95,000	90,000	110,000

2. Location Limit

Maximum $ 250,000,000 per location automatic issue limit across all COLI/BOLI groups issued in that location, of which the Reinsurer’s share is 40%.

Location will mean any one or more buildings or structures within a one mile radius that serve as the place of employment for lives covered under a policy at the time of policy issue.

3. Guaranteed Issue (GI) Plus

A (GI) Consent Form plus an Attending Physicians Statement will increase the DB Factor by $ 20,000.

4. Simplified

Simplified Consent Form will increase the GI DB Factor by $ 15,000.

5. Simplified Plus

A Simplified Consent Form plus an Attending Physician Statement will increase the GI DB Factor by $ 25,000.

6. Aviation

The automatic limits for aviation is up to the substandard allowable. Aviation is applicable only to Simplified Issues.

7. Issue Ages

20 – 70

32

EXHIBIT E

REINSURANCE REPORTS

DATA NOTIFICATION: The Company shall send to the Reinsurer reports, in substantial compliance with the Society of Actuaries Guidelines, at the times indicated below:

Report	Frequency	Due Date
Billing Statement (by Treaty, totals by Reinsurer)	Monthly	10 days after month end
Reinsurance Policy Exhibit (Summary of movement during the past period)	Monthly / Quarterly/Annually	10 days after period due
Reinsurance Listing In-Force Report	Quarterly	10 days after quarter end
Net Amount at Risk & Premiums	Quarterly	10 days after quarter end
Total Reserves (when required) (Summary)	Quarterly	17 days after quarter end
Initial Notice of Claim	Monthly	Monthly
Statement of Claims Incurred (New Claims for the Month)	Monthly	10 days after month end
Statement of Reinsured Claims Collected (Claims Netted off the Current Statement)	Monthly	10 days after month end
Increasing Risk – Ultimate Death Benefit Report	Monthly	10 days after month end

33

EXHIBIT E

Page 2

POLICY DETAIL REPORT:

The reports for New Business, Renewal Business, Conversions, Changes, Reductions, Terminations, Reinstatements and In force, will include the following data:

1.      Reporting Date	10.    Underwriting Classification (including table rating and flat extra amount & applicable number of years)
2.      Policy Number	11.    Automatic or Facultative
3.      Insured Data: Full Name, Date of Birth Sex	12.    Direct Face Amount
4.      Issue State	13.    Reinsured Amount and Net Amount at Risk
5.      Policy Date	14.    Death Benefit Option (for UL policies only)
6.      Issue Age	15.    Transaction Code (not applicable to In force Report)
7.      Plan Name and/or Code	16.    Case Number
8.      Premium (not applicable to In force Report)
9.      Smoker Code

FACULTATIVE SUBMISSIONS:

For Guaranteed Issue:

The Company will provide the Reinsurer with a non-password protected census spreadsheet, in Excel, which will include the group name (name of entity insuring its employees with the Reinsurer under this Agreement), full name of each insured, date of birth/age of each insured, risk amount for each insured, business address for each insured (Street address, city, state and zip), statement regarding existing COLI/BOLI coverages on current lives under consideration and a statement regarding concurrent COLI/BOLI solicitations with other carriers and the ultimate total line intended.

NOTIFICATION OF ACCEPTANCE OF FACULTATIVE OFFER: The Company will advise the Reinsurer of its acceptance of the Reinsurer’s underwriting decision pertaining to facultative business by sending written notice to the Reinsurer. The Company shall provide the full details of the facultative new business on the next Policy Detail Report.

ERRORS AND OMISSIONS: Should any items be inadvertently omitted from or entered in error on a reinsurance report, such omissions or errors shall not affect the liability of the Reinsurer in regard to any cession and the mistakes shall be rectified upon discovery. This does not waive any rights outlined in Article IX.

RESERVES:

Quarter End Reserves: The Company shall advise the Reinsurer within 17 working days of the end of each quarter, of the amount of reserves calculated on the reinsurance in force under this Agreement, as of the end of the preceding quarter. Any estimated figures provided should be confirmed by actual reserve figures.

Year End Reserves: By February 15th of each year, the Company’s valuation actuary shall certify the amount of reserves calculated on the reinsurance in force under this Agreement as of December 31st of the preceding year.

YRT Deficiency Reserves: If deficiency reserves are required to be held by the Company on any reinsured policy, the entire amount of any such reserve will be established and held by the Company.

34

EXHIBIT F

LEAD REINSURER OF UNDERWRITING

Swiss Re Life & Health America, Inc., will be the Lead Reinsurer of the pool with respect to underwriting for Simplified and Guaranteed Issue cases.

The Company may submit any cases that do not qualify for automatic reinsurance to the Lead Reinsurer, except for cases in excess of the concentration of risk limit or with lives in Manhattan, NY. The Lead Reinsurer will promptly examine the case and notify the Company of the terms and conditions of a facultative offer for the pool, or that an offer will not be made. Situations in which the Lead Reinsurer may extend facultative offers for the pool are limited to 1.5 times the normal automatic Guaranteed Issue multiple limits but not to exceed the initial and ultimate limits or concentration limits. If the Lead Reinsurer does not make a facultative offer on behalf of the pool, the Company may request a facultative offer from the other pool reinsurers. The other members of the pool must abide by the underwriting decisions of the Lead Reinsurer.

35

EX-99.(26)(K)

John Hancock Financial Services

John Hancock Place Post Office Box 111 Boston, Massachusetts 02117 (617)572-9197 Fax: (617)572-9161 E-mail: jchoodlet@jhancock.com

James C. Hoodlet

Vice President and Counsel

November 21, 2008

Re: John Hancock Life Insurance Company (U.S.A.)

Separate Account N (the “Account”)

John Hancock Life Insurance Company (U.S.A.)

(the “Company”)

File No. 333-152409, Pre-Effective Amendment # 3, Form N-6

(the “Registration Statement”)

Dear Madam/Sir:

As counsel to the Company, I am rendering the following opinion in connection with the filing with the Securities and Exchange Commission of the above Registration Statement under the Securities Act of 1933 for registration of interests in the Account funding the Company’s flexible premium variable universal life insurance policies (the “Policies”).

In the course of preparing this opinion, I have reviewed the corporate records with respect to the Account, and such other matters as I deemed necessary and appropriate. Based on such review, I am of the opinion that the Policies (and interests therein) which are the subject of the Registration Statement will, when sold, be legally issued and represent binding obligations of the Company, the depositor for the Account.

I consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ James C. Hoodlet

James C. Hoodlet

EX-99.(26)(N)

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” and to the use of our report dated April 25, 2008 with respect to the consolidated financial statements of John Hancock Life Insurance Company (U.S.A.) (except Note 15, as to which the date is November 7, 2008) which are contained in the Statement of Additional Information in Pre-Effective Amendment No. 3 in the Registration Statement (Form N-6 No. 333-152409) and the related Prospectus of John Hancock Life Insurance Company (U.S.A.) Separate Account N.

/s/ Ernst & Young LLP

Boston, Massachusetts

November 21, 2008

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” and to the use of our report dated April 15, 2008 with respect to the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account N, which are contained in the Statement of Additional Information in Pre-Effective Amendment No. 3 in the Registration Statement [Form N-6 No. 333-152409] and related Prospectus of John Hancock Life Insurance Company (U.S.A.) Separate Account N.

	/s/ Ernst & Young LLP
Toronto, Canada,	Chartered Accountants
November 21, 2008	Licensed Public Accountants

EX-99.(POA)

POWER OF ATTORNEY

I, James R. Boyle, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective August 28, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ James R. Boyle	Director	August 28, 2008
James R. Boyle

POWER OF ATTORNEY

I, Marc Costantini, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective September 3, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ Marc Costantini	Director	September 3, 2008
Marc Costantini

POWER OF ATTORNEY

I, John D. DesPrez III, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statements listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of ] 940, and any and all amendments to the Registration Statements listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective August 19, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ John D. DesPrez III	Director	August 19, 2008
John D. DesPrez III

POWER OF ATTORNEY

I, Steven A. Finch, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective August 25, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ Steven A. Finch	Director	August 25, 2008
Steven A. Finch

POWER OF ATTORNEY

I, Katherine MacMillan, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective September 2, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ Katherine MacMillan	Director	September 2, 2008
Katherine MacMillan

POWER OF ATTORNEY

I, Stephen R. McArthur, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective August 25, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ Stephen R. McArthur	Director	August 25, 2008
Stephen R. McArthur

POWER OF ATTORNEY

I, Hugh McHaffie, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective August 19, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ Hugh McHaffie	Director	August 19, 2008
Hugh McHaffie

POWER OF ATTORNEY

I, Rex E. Schlayaugh Jr., in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J, Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective August 28, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ Rex E. Schlayaugh, Jr.	Director	August 28, 2008
Rex E. Schlayaugh, Jr.

POWER OF ATTORNEY

I, Diana Scott, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective September 3, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ Diana Scott	Director	September 3, 2008
Diana Scott

POWER OF ATTORNEY

I, Warren Thomson, in my capacity as a Director of John Hancock Life Insurance Company (U.S.A.) (the “Company”), do hereby constitute and appoint John D. DesPrez III, Lynne Patterson, Emanuel Alves, John J. Danello, Arnold R. Bergman, Thomas J. Loftus, and James C. Hoodlet or any of them individually, my true and lawful attorneys and agents to execute, in the name of, and on behalf of, the undersigned as a member of said Board of Directors, the Registration Statement listed below filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 and the Investment Company Act of 1940, and any and all amendments to the Registration Statement listed below filed with the SEC, and the undersigned hereby ratifies and confirms as his or her own act and deed all that each of said attorneys and agents shall do or cause to have done by virtue hereof.

Variable Life Registration Statements filed under the Securities Act of 1933: 333-152409 (Corporate VUL)

Each of said attorneys and agents shall have, and may exercise, all of the powers hereby conferred.

This Power of Attorney is intended to supersede any and all prior Power of Attorneys in connection with the above mentioned acts, and is effective August 28, 2008 and remains in effect until revoked or revised.

Signature	Title	Date
/s/ Warren Thomson	Director	August 28, 2008
Warren Thomson

CORRESP

SEC Cover Letter