EX-4 3 dex4.htm ISSUANCE ORDER ISSUANCE ORDER
 
Exhibit 4
ISSUANCE ORDER UNDER SECTION 2.01
AND
OFFICER’S CERTIFICATE UNDER SECTION 15.04
 
Date: 10/25/02
 
JPMorgan Chase Bank, as Trustee
450 West 33rd Street, 15th Floor
New York, NY 10001
 
Ladies and Gentlemen:
 
You are hereby directed to:
 
(i)    authenticate on the Issue Date set forth below the enclosed Note(s), which has or have been duly executed by an officer of the Company, pursuant to Sections 2.05 and 2.06 of the Indenture between you and John Hancock Life Insurance Company (the “Company”) dated June 15, 2002, as amended (the “Indenture”);
 
or
 
(ii)    authenticate and complete (based on the terms and conditions set forth below) on the Issue Date set forth below the Note or Notes of the Company to be issued pursuant to the Indenture, which Note or Notes has or have been duly executed by an officer of the Company pursuant to Sections 2.05 and 2.06 of the Indenture;
 
You are instructed to hold the Note(s), as so authenticated and (if applicable) completed, in custody pursuant to the Medium-Term Note Certificates Agreement between you and The Depository Trust Company dated December 2, 1988 and cause the Note(s) to be registered in the name of Cede & Co. Your responsibilities with respect to such Note(s) are more fully set forth in the Indenture and the Administrative Procedures set forth in Exhibit A to the Company Order dated August 6, 2002 delivered to you by the Company. Defined terms used in this Issuance Order and not otherwise defined shall have the meanings set forth in the Indenture.
 
The Note(s) issued pursuant to this Issuance Order is/are to be issued on the terms and conditions set forth below:
 
CUSIP
  
41013MBX7
Aggregate Principal Amount to be issued
pursuant to this Issuance Order:
  
$894,000.00
Issue Date:
  
10/29/02
Designation of Series:
  
SignatureNotes
Limit on Aggregate Principal Amount:
  
None
Date on which Principal is Payable:
  
See attached Pricing Supplement
Interest Rate:
  
See attached Pricing Supplement

Date from which Interest Accrues:
  
10/29/02
Interest Payment Date Frequency and First Payment Date:
  
See attached Pricing Supplement
Interest Payment Dates (if other than as provided in section 4.01 of indenture):
  
See Indenture section 4.01
Regular Record Date for Interest Payments:
  
First day of the calendar month in which Interest Payment Date occurs and, for the final Interest Payment Date, such Interest Payment Date.
Additional Places for Principal or
Interest Payments:
  
None
Redemption at Company’s Option:
  
None
Tax Event Redemption:
  
None
Mandatory Redemption or Purchase
  
None
Survivor’s Option:
  
Yes
Survivor’s Option Blackout Period:
  
One year
Annual Put Limit:
  
See Prospectus
Individual Put Limit:
  
See Prospectus
Denominations other than $1000 and $1,000 multiples:
  
None
Portion of Principal Amount Payable Upon Acceleration of Maturity (if other than 100% of Principal Amount):
  
100%
Depositaries for the Note(s):
  
DTC
Global Note(s) Initially Issuable in
Temporary Form:
  
No
Conditions on Issuance of Notes in Definitive Form to Beneficial Owners:
  
N/A
Limitations on Provisions for Defeasance or
Covenant Defeasance of the Notes:
  
See Prospectus
Additional Provisions subject to Covenant Defeasance:
  
See Prospectus

Conditions to Issuance of Notes
in Definitive Form:
  
See Prospectus
Issuance of Notes in Certificated Form:
  
No
Trustee(s), depositor(y)(ies), authenticating or paying agent(s), registrar(s) or other agents if different from Indenture:
  
Calculation Agent: JPMorgan Chase Bank
Additional Amounts
  
No
Redemption Notice Requirements
  
N/A
Any other terms of the series not described above:
  
None.
 
In connection with this Issuance Order the undersigned has read the Indenture, including the provisions of Section 2.06 and 2.01 and the definitions relating thereto, the applicable resolutions of the Board of Directors authorizing the issuance of the Notes and the attached Pricing Supplement. In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not all conditions precedent provided in the Indenture relating to the establishment of the form and terms of a series or Tranche of Notes, as applicable to the Note(s) and to the authentication and delivery thereof under the Indenture have been complied with. In the opinion of the undersigned, all such conditions precedent have been complied with.
 
Very truly yours,
 
JOHN HANCOCK LIFE INSURANCE COMPANY
 
By:     /S/    JEANNE M. LIVERMORE    
      Jeanne M. Livermore
      Senior Vice President
 
ACKNOWLEDGED:
 
JPMORGAN CHASE BANK, as Trustee
 
By:     /S/    JAMES D. HEANEY    
      Name: James D. Heaney
      Title: Vice President

 
Registration No. 333-85488
Filed Pursuant to Rule 424(b)(5)
 
John Hancock Life Insurance Company
 
SignatureNotessm
 
With Maturities of Twelve Months or More from Date of Issue
 
Pricing Supplement No: 10
     
Trade Date: 10/24/02
(To Prospectus dated July 22, 2002)
     
Issue Date: 10/29/02
 
The date of this Pricing Supplement is October 24, 2002
 
INVESTING IN THESE FLOATING RATE NOTES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION OF THIS PRICING SUPPLEMENT AND IN THE ACCOMPANYING PROSPECTUS.
 
CUSIP or Common Code.
   
41013MBX7
Price to Public
   
100% of the principal amount
Proceeds to Issuer.
   
$886,848.00
Discounts and Commissions
   
0.800%
Reallowance
   
0.150%
Dealer
   
99.350%
Maturity Date.
   
10/15/06
Stated Annual Interest Rate.
   
Floating Rate Note
Interest Reset Periods.
   
Quarterly, commencing on the 15th day of January, April, July and
October (or, if such day is not a Business Day, the next following
Business Day)
Interest Reset Dates
   
The 15th day of January, April, July and October (or, if such day is
not a Business Day, on the next following Business Day)
Day Count Convention.
   
Actual/Actual
Interest Rate Basis
   
Treasury Rate, as defined in this Pricing Supplement
Index Maturity.
   
3 month
Spread.
   
+ 0.60%
Initial Interest Rate
   
2.28913%
Maximum Interest Rate
   
6.00% per annum with respect to each Interest Reset Period
Minimum Interest Rate
   
N/A
Interest Payment Frequency and Dates.
   
Quarterly, on the 15th day of January, April, July and October (or, if
such day is not a Business Day, the next following Business Day)
First Interest Payment Date.
   
January 15, 2003
 

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Survivor’s Option
   
Yes
Callable By Issuer
   
No
If Callable by Issuer, dates and terms
of redemption (including
redemption price)
   
N/A
Additional Amounts
   
N/A
Original Issue Discount
   
N/A
Other Material Terms (if any):
     
Calculation Agent
   
JPMorgan Chase Bank
    
All determinations made by the calculation agent will
be at the sole discretion of the calculation agent
and, absent manifest error, will be conclusive for all
purposes and binding on the Issuer and beneficial owners of the notes.
    
All percentages resulting from any calculation on the notes
will be rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage
point rounded upwards, e.g., 9.876545% (or .09876545) would
be rounded to 9.87655% (or .0987655). All dollar amounts
used in or resulting from this calculation will be rounded
to the nearest cent with one-half cent being rounded upwards.
 

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This Pricing Supplement supplements the Prospectus dated July 22, 2002 (the “Prospectus”) relating to SignatureNotes issued by us, John Hancock Life Insurance Company. Capitalized terms which are not defined in this Pricing Supplement have the meanings given to them in the Prospectus.
 
RISK FACTORS
 
Your investment in the notes will involve a number of risks. You should consider carefully the following risks, as well as the risks described in the accompanying Prospectus, before you decide that an investment in the notes is suitable for you. You should consult your own financial, tax and legal advisors regarding the risks and suitability of an investment in the notes in light of your particular circumstances.
 
Because the Notes Bear Interest at a Floating Rate, You May Receive a Lower Amount of Interest in the Future
 
Because the interest rate on the notes is indexed to the Treasury Rate, there will be significant risks not associated with a conventional fixed rate debt security. These risks include fluctuation of the applicable interest rate and the possibility that, in the future, you will receive a lower amount of interest. We have no control over matters that may affect interest rates, including economic, financial and political events that are important in determining the existence, magnitude and longevity of these risks and their results. In recent years, interest rates have been volatile, and volatility may be expected in the future. However, past experience is not necessarily indicative of what may occur in the future.
 
Because the Interest Rate on the Notes is Subject to a Maximum Interest Rate, Your Return Will be Limited
 
Because the notes are subject to a Maximum Interest Rate, as defined below, the rate of interest that will accrue on the notes during any Interest Reset Period, as defined below, will never exceed 6.00% per annum. Conversely, however, there is no Minimum Interest Rate applicable to the notes.
 
DESCRIPTION OF THE NOTES
 
The notes described in this Pricing Supplement are issued as a tranche of debt securities under the indenture dated as of June 15, 2002, as amended (the “Indenture”), between us and JPMorgan Chase Bank, as trustee, which Indenture is more fully described in the Prospectus. The Indenture is, and any notes issued under the Indenture will be, governed by and construed in accordance with the laws of the State of New York.
 
Interest on Floating Rate Notes
 
Interest Accrual and Payments.    Interest will be payable in arrears on each Interest Payment Date and at maturity. The dates specified above under the heading “Interest Payment Frequency and Dates” are the dates on which interest will be payable. If any Interest Payment Date, other than an Interest Payment Date at maturity, would otherwise be a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding day that is a Business Day and interest shall continue to accrue until paid or made available for payment. If the maturity of the note falls on a day that is not a Business Day, we will make the required payment of principal and interest on the next succeeding Business Day; however, no additional interest on such payment will accrue for the period from and after the maturity date.
 
With respect to each $1,000 principal amount of notes, accrued interest is calculated by multiplying the principal amount by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated. The interest factor for each day will be computed by dividing the interest rate applicable to each day by the actual number of days in the year. Interest payments on each $1,000 principal amount of notes will equal the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or made available for payment, or from and including the Issue Date if no interest has been paid or made available for payment, to but excluding the related Interest Payment Date or maturity date, as the case may be.
 

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Interest Rates.    Each $1,000 principal amount of notes will bear interest from the Issue Date at the applicable interest rates determined in accordance with the procedures described in this Pricing Supplement, until the principal of the note is paid or made available for payment. The interest rate in effect for the period from the Issue Date to but excluding the first Interest Payment Date will be the Initial Interest Rate. The interest rate will be reset on each Interest Reset Date, commencing with the first Interest Reset Date, which is January 15, 2003. The interest rate determined on an Interest Reset Date will be effective for the Interest Reset Period commencing on that day and ending on (and including) the day immediately preceding the next following Interest Payment Date.
 
As reset on each Interest Reset Date, the interest rate borne by each $1,000 principal amount of notes shall be determined by reference to the Interest Rate Basis specified in this Pricing Supplement, plus or minus the Spread specified in this Pricing Supplement, subject to the Maximum Interest Rate. For example, if for any Interest Reset Date the result of the Interest Rate Basis and the Spread exceeded the Maximum Interest Rate, the interest rate applicable to the notes for that Interest Reset Period would be the Maximum Interest Rate of 6.00% per annum. As used in this Pricing Supplement, the “Interest Rate Basis” means the Treasury Rate as defined below. As used in this Pricing Supplement, the “Spread” means 60 basis points (0.60%), which is to be added to the Interest Rate Basis.
 
Interest Reset Dates.    The dates specified above under the heading “Interest Reset Dates” are the dates on which the interest rate will be reset, and each is referred to as an “Interest Reset Date”. If any Interest Reset Date for the notes would otherwise be a day that is not a Business Day, the applicable Interest Reset Date will be postponed to the next succeeding day that is a Business Day. An “Interest Reset Period” shall be the period from and including the most recent Interest Payment Date to but excluding the immediately succeeding Interest Payment Date or maturity date, as the case may be.
 
Maximum and Minimum Interest Rates.    The notes described in this Pricing Supplement have a Maximum Interest Rate of 6.00% per annum, but do not have a Minimum Interest Rate.
 
Calculation Agent.    JPMorgan Chase Bank will be the calculation agent and will determine the applicable interest rate on each Interest Reset Date. Upon the request of the holder of the notes, the calculation agent will provide the interest rate then in effect.
 
Treasury Rate.    “Treasury Rate” means:
 
(1)
 
the Bond Equivalent Yield of the most recently reported rate for “Treasury bills (secondary market)” having the Index Maturity specified on the first page of this Pricing Supplement, as published in the Federal Reserve Statistical Release H.15 Daily Update (available at www.federalreserve.gov/releases/h15/update, or other recognized electronic source used for the purpose of displaying the applicable rates and yields) on the applicable Interest Reset Date, or
 
(2)
 
if H.15 Daily Update is not published by 3:00 P.M., New York City time on the Interest Reset Date, the Bond Equivalent Yield of the most recently reported rate for “Treasury bills (secondary market)” having the Index Maturity specified on the first page of this Pricing Supplement, as published in H.15 Daily Update on a Business Day which is closest to, but not more than four (4) Business Days prior to, the Interest Reset Date, or
 
(3)
 
if H.15 Daily Update is not published on any of the four (4) Business Days immediately preceding the Interest Reset Date, the Bond Equivalent Yield of the most recently reported daily rate for “Treasury bills (secondary market)” having the Index Maturity specified on the first page of this Pricing Supplement, as most recently published in the Federal Reserve Statistical Release H.15(519) on the Interest Reset Date, or if not published on such date then as published on a Business Day which is closest to, but not more than five (5) Business Days prior to, the Interest Reset Date, or
 
(4)
 
if the rate referred to in clause (3) is not published by 3:00 P.M., New York City time, on the Interest Reset Date, the rate from the most recent auction of direct obligations of the United States having the Index Maturity specified on the first page of this Pricing Supplement, as reported under the caption “INVESTMENT RATE” on the display on Moneyline Telerate or any successor service on page 56 or any other page as may replace page 56 on that service or page 57 or any other page as may replace page 57 on that service, or

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(5)
 
if the rate referred to in clause (4) is not published by 3:00 P.M., New York City time, on the related Interest Reset Date, the rate on the particular Interest Reset Date calculated by the calculation agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on that Interest Reset Date, of three primary United States government securities dealers, which may include the calculation agent or its affiliates, selected by the calculation agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the first page of this Pricing Supplement, or
 
(6)
 
if the dealers selected by the calculation agent are not quoting as mentioned in clause (5), the Treasury Rate already in effect on the day preceding the Interest Reset Date.
 
“Bond Equivalent Yield” means a yield calculated in accordance with the following formula and expressed as a percentage:
 
                            D x N
Bond Equivalent Yield = ————— x 100
                                360-(D x M)
 
where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable interest period.
 
“Moneyline Telerate page 56” or “Moneyline Telerate page 57” means the display on Moneyline Telerate page 56 or 57 or any successor service or page thereto for the purpose of displaying the rate for direct obligations of the United States.
 
“H.15(519)” means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.
 
“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.
 
UNITED STATES FEDERAL INCOME TAXATION
 
Under the OID Regulations (as defined in the Prospectus), the notes will be treated as providing for stated interest at a single qualified floating rate. As a result, the notes will constitute variable rate debt instruments, within the meaning of the OID Regulations. In general, under the OID Regulations, all stated interest on the notes will constitute qualified stated interest. In particular, the amount of qualified stated interest that accrues with respect to a note during any accrual period will be determined under the rules applicable to fixed rate debt instruments by assuming that the qualified floating rate (i.e., the Interest Rate Basis plus the Spread) is a fixed rate equal to the value of the qualified floating rate (i.e., the Interest Rate Basis plus the Spread) as of the Issue Date. The qualified stated interest allocable to an accrual period will be increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during the accrual period pursuant to the foregoing rules.
 
Prospective investors should consult the summary describing the principal U.S. federal income tax consequences of the ownership and disposition of the notes contained in the section called “United States Federal Taxation” in the accompanying Prospectus.

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