Edgar Filing: JOHN HANCOCK LIFE INSURANCE CO USA

As filed with the Securities and Exchange Commission on May 8, 2009
File Nos. _______________ and _______________

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

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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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MANULIFE FINANCIAL (EXACT NAME OF EACH REGISTRANT AS JOHN HANCOCK LIFE
CORPORATION SPECIFIED IN ITS CHARTER) INSURANCE
COMPANY (U.S.A.)

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CANADA (STATE OR OTHER JURISDICTION OF MICHIGAN
INCORPORATION OR ORGANIZATION)

98-0361647 (I.R.S. EMPLOYER IDENTIFICATION NO.) 01-0233346

200 BLOOR STREET EAST (ADDRESS AND TELEPHONE NUMBER OF 601 CONGRESS STREET
TORONTO, ONTARIO, EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) BOSTON, MASSACHUSETTS 02210-
CANADA M4W 1E5 2805
(416) 926-3000 (617) 663-3000

RICHARD A. LOCOCO, ESQ. (NAME, ADDRESS AND TELEPHONE NUMBER OF ARNOLD R. BERGMAN, ESQ.
MANULIFE FINANCIAL CORPORATION AGENT FOR SERVICE) SCOTT A. LIVELY, ESQ.
200 BLOOR STREET EAST JOHN HANCOCK LIFE INSURANCE
TORONTO, ONTARIO, COMPANY (U.S.A.)
CANADA M4W 1E5 601 CONGRESS STREET
(416) 926-3000 BOSTON, MASSACHUSETTS 02210-2805
(617) 663-3000

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COPIES TO:

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

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

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1) PER SECURITY (2) PRICE (2) REGISTRATION FEE
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Market value adjustment interests
under deferred annuity contracts $ 3,000,000,000 100% 100% $ 167,400
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Subordinated guarantee relating to
market value adjustment
interests under deferred
annuity contracts (3) None
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(1) An indeterminate number or amount of market value adjustment interests
under deferred annuity contracts of John Hancock Life Insurance Company
(U.S.A.) that may from time to time be issued at indeterminate prices, in
U.S. dollars. In no event will the aggregate maximum offering price of all
securities issued pursuant to this registration statement exceed
$3,000,000,000.

(2) Estimated solely for the purpose of determining the amount of the
registration fee.

(3) The subordinated guarantee issued by Manulife Financial Corporation being
registered hereon is being sold without separate consideration. Pursuant
to Rule 457(n) under the Securities Act of 1933, as amended, no separate
fee for the subordinated guarantee is payable.

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

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

SUBJECT TO COMPLETION, DATED MAY 8, 2009
PRELIMINARY PROSPECTUS

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Annuity Service Office: Mailing Address:
P.O. Box 55230 601 Congress Street
Boston, Massachusetts 02205-5230 Boston, Massachusetts
(617) 663-3000 02210-2805
(800) 344-1029
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JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

[PRODUCT MARKETING NAME]

SINGLE PAYMENT MODIFIED GUARANTEE DEFERRED ANNUITY
NON-PARTICIPATING

MARKET VALUE ADJUSTMENT INTERESTS
GUARANTEED AS DESCRIBED HEREIN BY
MANULIFE FINANCIAL CORPORATION

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

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

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

o You make a single purchase payment for the Contract.

-- The MINIMUM PURCHASE PAYMENT is [Product
A: $10,000; Product B: $25,000].

-- The maximum purchase payment (without our
prior approval) is $1,000,000.

o You may not make additional purchase payments for a Contract
but may purchase additional Contracts at the then prevailing
rates and terms.

o You designate the guarantee period to which we allocate your
purchase payment.

o You select an annuity option available under your Contract
or an alternate form of settlement acceptable to us.

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

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

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

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

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

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

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

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

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

The date of this prospectus is 2009.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS........................................................... 4
I. GLOSSARY OF SPECIAL TERMS.................................................... 5
II. OVERVIEW.................................................................... 8
DESCRIPTION OF THE CONTRACT................................................ 8
RISK FACTORS .............................................................. 10
III. DESCRIPTION OF THE CONTRACT................................................ 11
ELIGIBLE GROUPS FOR GROUP ANNUITY CONTRACT................................. 11
ACCUMULATION PROVISIONS.................................................... 11
Purchase Payment....................................................... 11
Guarantee Periods...................................................... 12
Subsequent Guarantee Periods........................................... 12
Withdrawals............................................................ 12
Telephone and Electronic Transactions.................................. 13
Death Benefit Before Maturity Date..................................... 14
ANNUITY PROVISIONS......................................................... 15
General................................................................ 15
Annuity Options........................................................ 15
Death Benefit on or After Maturity Date................................ 16
OTHER CONTRACT PROVISIONS.................................................. 16
Fifteen Day Right to Review............................................ 16
Ownership.............................................................. 16
Beneficiary............................................................ 17
Annuitant.............................................................. 17
Modification........................................................... 17
Code Section 72(s)..................................................... 17
Our Approval........................................................... 18
Discontinuance of New Owners........................................... 18
Misstatement and Proof of Age, Sex or Survival ........................ 18
Nonparticipating ...................................................... 18
IV. CHARGES, DEDUCTIONS AND ADJUSTMENTS ........................................ 19
ADJUSTMENTS AND CHARGES UPON WITHDRAWALS ................................... 19
Free Withdrawal Amount ................................................ 19
Market Value Adjustment Factor ........................................ 19
Market Value Adjustments .............................................. 21
Withdrawal Charge...................................................... 22
Impact of Market Value Adjustment and Withdrawal Charge................ 22
OTHER CHARGES AND DEDUCTIONS................................................ 24
Taxes.................................................................. 24
Administration Fee..................................................... 25
V. GENERAL INFORMATION ABOUT US ................................................ 26
The Companies.............................................................. 26
Rating Agencies, Endorsements and Comparisons.............................. 26
Regulation................................................................. 27
MVA Separate Accounts...................................................... 27
Distribution of the Contract............................................... 28
VI. THE SUBORDINATED GUARANTEE................................................. 29
Description of Manulife Financial Corporation.............................. 29
Description of the MFC Subordinated Guarantee.............................. 29
Where You Can Find More Information........................................ 31
Enforcement of Judgments................................................... 32
VII. FEDERAL TAX MATTERS........................................................ 34
Introduction............................................................... 34

Taxation of Annuities in General........................................... 34
Qualified Retirement Plans................................................. 38
Federal Income Tax Withholding............................................. 40
VIII. GENERAL MATTERS........................................................... 42
Confirmation Statements.................................................... 42
Legal Proceedings.......................................................... 42
Legal Opinions............................................................. 42
Experts.................................................................... 42
Notices and Reports to Contract Owners..................................... 42
Contract Owner Inquires.................................................... 42

APPENDIX A - MARKET VALUE ADJUSTMENT EXAMPLES.................................. A-1
APPENDIX B - WITHDRAWAL CHARGE SCHEDULES....................................... B-1
APPENDIX C - STATE PREMIUM TAXES............................................... C-1

MVA.PRO5/2001

ABOUT THIS PROSPECTUS

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

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

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

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

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

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

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

I. GLOSSARY OF SPECIAL TERMS

Account Value The amount we hold under the Contract
for you at any given time. On the Contract
date, the account value is equal to the net
purchase payment.

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

Annuity Option The method selected by you for annuity
payments made by us.

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

Annuity Service Office Any office designated by us for the receipt
of Payment and processing of Owner requests.

Beneficiary The person, persons or entity to whom certain
benefits are payable following the death of
an owner, or if the owner is a non-natural
person, following the death of an annuitant.

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

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

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

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

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

Contract Year The period of time measured twelve
consecutive months from the Contract Date, or
any Contract anniversary thereafter.

Code The Internal Revenue Code of 1986, as
amended.

Due Proof of Death We require due proof of death upon the death
of the owner or annuitant, as applicable. We
must receive one of the following at our
Annuity Service Office:

(a) a certified copy of a death
certificate;

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

Fixed Annuity An annuity option with payments which are
predetermined and guaranteed as to dollar
amount.

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

Group Holder In the case of a group annuity contract, the
person, persons or entity to whom we issue
the group contract.

Gross Withdrawal Amount The amount deducted from the account value
for a full or partial withdrawal. For a full
withdrawal, such amount is the account value.
For a partial withdrawal, it is the amount
you request plus any applicable withdrawal
charge, adjusted by any applicable market
value adjustment.

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

Initial Guaranteed Interest Rate The compound annual rate, shown on the
specifications page of the Contract, credited
to the account value during the initial
guarantee period under the terms of the
Contract.

Market Value Adjustment An adjustment we make to amounts that are
withdrawn or annuitized prior to the end of
the guarantee period. It may increase or
decrease the amount available for withdrawal
or annuitization.

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

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

Net Purchase Payment The purchase payment less the amount of
premium tax, if any, deducted from the
payment.

Non-Qualified Contracts Contracts which are not issued under
qualified plans.

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

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

Payment or An amount paid by a Contract owner to us as
Purchase Payment consideration for the benefits provided
by the Contract.

Qualified Contracts Contracts issued under qualified plans.

Qualified Plans Retirement plans which receive favorable tax
treatment under Section 401, 403, 408 or 457
of the Code.

Subsequent Guarantee Period A period of time beginning on the day
following expiry of the immediately preceding
guarantee period.

II. OVERVIEW

DESCRIPTION OF THE CONTRACT

The Contract. The Contract is a single payment modified guarantee
deferred annuity contract with market value adjustment interests. It provides
for the accumulation of the account value and the payment of annuity benefits on
a fixed basis. This prospectus describes both individual deferred annuity
contracts and participating interests in group deferred annuity contracts. For
information on eligible groups, see "ELIGIBLE GROUPS FOR GROUP ANNUITY
CONTRACT."

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

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

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

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

Purchase Payments. You make your purchase payment to us at our
Annuity Service Office. The minimum and maximum purchase payments are stated on
the first page of this prospectus. We allocate your purchase payment to the
guarantee period which you designate.

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

Prior to the maturity date and at our option, we may cancel a
Contract if the account value is less than $5,000. This cancellation privilege
may vary in certain states to comply with the requirements of their insurance
laws and regulations (see "PURCHASE PAYMENTS").

Guarantee Periods. We currently offer ten guarantee periods under
the Contract: one year through ten years. We may offer additional guarantee
periods for any yearly period from one to twenty years (see "GUARANTEE
PERIODS").

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

Withdrawals. Before the earlier of the maturity date or the death of
a Contract owner, you may withdraw all or a portion of your account value.

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

o If a partial withdrawal (plus any applicable withdrawal
charge and after giving effect to any market value
adjustment) reduces the account value to less than
$5,000, the minimum specified in the Contract, we may
treat the partial withdrawal as a total withdrawal.

We may impose a withdrawal charge and market value adjustment (see
"CHARGES AND ADJUSTMENTS UPON WITHDRAWALS"). A withdrawal may be subject to
income tax and a 10% penalty tax (see "FEDERAL TAX MATTERS" for possible
qualifications and a more detailed discussion).

Market Value Adjustment. We will adjust any amount withdrawn or
annuitized prior to the end of either the initial guarantee period or a
subsequent guarantee period by the market value adjustment factor described
under "CHARGES AND ADJUSTMENTS UPON WITHDRAWALS."

Withdrawal Charge. If you make a withdrawal from the Contract before
the maturity date, we may assess a withdrawal charge (contingent deferred sales
charge) against amounts withdrawn. There is never a withdrawal charge with
respect to certain free withdrawal amounts. The amount of the withdrawal charge
and when it is assessed are discussed under "CHARGES AND DEDUCTIONS UPON
WITHDRAWALS."

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

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

Death Benefits. We will pay the death benefit to the beneficiary if
any Contract owner dies before the maturity date. The death benefit equals the
account value. If there is a surviving Contract owner, that Contract owner will
be deemed to be the beneficiary. No death benefit is payable on the death of any
annuitant, except that if any Contract owner is not a natural person, we will
treat the death of any annuitant as the death of an owner.

We will determine the death benefit as of the date we receive
written notice and proof of death and all required claim forms at our Annuity
Service Office.

Annuity Payments. We offer a variety of fixed annuity options.
Periodic annuity payments will begin on the maturity date. You select the
maturity date, frequency of payment and annuity option (see "ANNUITY
PROVISIONS").

Fifteen Day Review. Within 15 days (or other time period as required
by applicable state insurance law) of your receipt of a Contract, you may cancel
the Contract by returning it to us or our agent (see "FIFTEEN DAY RIGHT TO
REVIEW").

Tax Deferral. The status of the Contract as an annuity generally
allows all earnings under the Contract to be tax-deferred until withdrawn or
until annuity payments begin (see "FEDERAL TAX MATTERS" for possible
qualifications and a more detailed discussion). This tax deferred treatment may
be beneficial to you in building assets in a long-term investment program.

RISK FACTORS

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

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

Risks Related to Changing Interest Rates. You do not participate directly in the
investment experience of the assets that the Company holds to support the
Contract. Nonetheless, the market value adjustment formula (which is discussed
below under the caption "Market Value Adjustment" and in Appendix A to this
prospectus) reflects the effect that prevailing interest rates have on those
assets. If you need to withdraw your money during a period in which prevailing
interest rates have risen above their level when you made your purchase, you
will experience a "negative" market value adjustment. When we impose this market
value adjustment, it could result in the loss of both the interest you have
earned and a portion of your purchase payments. Thus, before you commit to a
particular guarantee period, you should consider carefully whether you have the
ability to remain invested throughout the guarantee period. In addition, we
cannot, of course, assure you that the Contract will perform better than another
investment that you might have made.

Risks Related to the Withdrawal Charge. We may impose withdrawal charges that
range as high as 7%. If you anticipate needing to withdraw your money prior to
the end of a guarantee period, you should be prepared to pay the withdrawal
charge that we will impose.

III. DESCRIPTION OF THE CONTRACT

ELIGIBLE GROUPS FOR GROUP ANNUITY CONTRACT

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

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

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

ACCUMULATION PROVISIONS

PURCHASE PAYMENT

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

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

Prior to the maturity date, we may, at our option, cancel a Contract
if the account value is less than $5,000. If we cancel the Contract, we will pay
the amount that would be paid as a result of a total withdrawal. This
cancellation privilege may vary in certain states in order to comply with the
requirements of insurance laws and regulations in such states. The amount paid
may be treated as a withdrawal for federal tax purposes and thus may be subject
to income tax and to a 10% penalty tax. (See "FEDERAL TAX MATTERS" for possible
qualifications and a more detailed discussion)

GUARANTEE PERIODS

The Contract provides for the accumulation of interest on the
purchase payment at a guaranteed annual rate for the duration of the initial
guarantee period. We currently offer as many as ten guarantee periods, ranging
from one year through ten years, in connection with the Contracts, but we may
limit the number of guarantee periods we make available at any time, or through
any authorized distributor of the Contracts. We may offer additional guarantee
periods from time to time for additional durations of up to twenty years. Any
additional guarantee periods may not be available through all authorized
distributors of the Contracts. In no event will you be permitted to elect a
subsequent guarantee period longer than the shortest guarantee period ending on
or after the maximum maturity date. We determine from time-to-time the interest
rates that we will guarantee for initial and subsequent guarantee periods. The
guaranteed interest rate will in no event be less than the minimum rate required
by applicable law. We guarantee the interest rate for the duration of the
guarantee period and may not change it. From time to time, we may offer
customers of certain authorized distributors special initial guaranteed interest
rates which are higher than the initial guaranteed interest rate on Contracts
offered through other authorized distributors. In consideration of these higher
interest rates, we may reduce the rate of compensation payable to the authorized
distributor of Contracts with special initial guaranteed interest rates. In
addition, we may modify the market value adjustment in these situations to
reduce the extent of the adjustment that would normally apply.

SUBSEQUENT GUARANTEE PERIODS

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

You will have a period of 30 days commencing with the expiration of
a guarantee period to elect in writing a subsequent guarantee period from among
those that are available. At least 15 days, but not more than 45 days prior to
that period, we will provide you with written notice of the expiry of the
guarantee period. If you do not elect a subsequent guarantee period within the
required period, a subsequent guarantee period of one year will commence. If a
one year guarantee period is not then available, we will select the next
shortest guarantee period available. The effective date of the subsequent
guarantee period will be the first day following the expiry of the immediately
preceding guarantee period. Your account value will not be subject to any market
value adjustment at the time it is applied to a subsequent guarantee period
pursuant to this provision.

WITHDRAWALS

Prior to the earlier of the maturity date or the death of a Contract
owner, you may withdraw all or a portion of your account value by written
request, complete with all necessary information, to our Annuity Service Office.
For certain qualified Contracts, the Code and regulations promulgated by the
Internal Revenue Service ("IRS") may require the consent of a qualified plan
participant's spouse to an exercise of the withdrawal right (See "ADJUSTMENTS
AND CHARGES UPON WITHDRAWALS").

Under our current administrative practices for partial withdrawals,
we will permit you to specify whether the amount you request is to be treated as
a "gross" withdrawal amount or a "net" withdrawal amount. If you request a
"gross" amount, we will reduce the account value of your Contract by the amount

requested, apply any applicable withdrawal charges and adjustments to the amount
withdrawn from your account value and pay you the difference. Because we impose
charges upon a withdrawal, the amount you receive is likely to be less than the
"gross" amount you requested. Application of a market value adjustment will
further decrease the amount you receive, if the adjustment is negative, and will
increase the amount you receive or your remaining account value, if the
adjustment is positive. (See "ADJUSTMENTS AND CHARGES UPON WITHDRAWALS.")

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

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

There is no limit on the frequency of partial withdrawals. However,
the amount withdrawn from your account value must be at least equal to $1,000,
the minimum amount specified in the Contract, or, if less, the entire account
value. If a partial withdrawal plus any applicable withdrawal charge, after
giving effect to any market value adjustment, would reduce the account value to
less than $5,000, the minimum specified in the Contract, we may treat the
partial withdrawal as a total withdrawal of the account value.

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

o you may receive less than the amount requested because of the imposition
of contract charges, including any applicable administrative fee, and a
market value adjustment; and

o we will cancel your Contract as of the date we receive the request at
our Annuity Service Office.

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

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

TELEPHONE AND ELECTRONIC TRANSACTIONS

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

We reserve the right to impose maximum withdrawal amounts and other
procedural requirements in connection with the telephone withdrawal privilege.

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

DEATH BENEFIT BEFORE MATURITY DATE

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

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

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

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

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

(iii) the entire interest in the Contract must be distributed within five
(5) years of the Owner's Death; or

(iv) in one lump sum.

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

The Contract will terminate if the Death Benefit is taken in one sum.

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

If the Contract is held as part of a Qualified Plan, the terms of your Qualified
Plan Endorsement form will control.

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

ANNUITY PROVISIONS

GENERAL

You may apply the proceeds of the Contract payable on death or
annuitization to the annuity options described below, subject to the
distribution of death benefit provisions (see "ACCUMULATION PROVISIONS - Death
Benefit Before Maturity Date").

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

You may select the frequency of annuity payments. However, if the
account value at the maturity date is such that a monthly payment would be less
than our minimum then in effect, we may make a single payment in one lump sum
adjusted by any market value adjustment to the annuitant or payee on the
maturity date.

ANNUITY OPTIONS

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

We guarantee the following annuity options in the Contract.

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

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

o Option (c): A Single Sum.

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

Only a contract value of $5,000 or more may be applied to one of the
annuity payment options offered. If the amount of the first annuity payment
would be less that our minimum requirements then in effect, we may make a single
payment, adjusted by any market value adjustment, on the date the first payment
is payable. This single payment is in place of all other benefits provided by
the contract.

DEATH BENEFIT ON OR AFTER MATURITY DATE

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

OTHER CONTRACT PROVISIONS

FIFTEEN DAY RIGHT TO REVIEW

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

We do not impose any withdrawal charge upon return of the Contract
within the fifteen day right to review period. The fifteen day right to review
may vary in certain states in order to comply with the requirements of insurance
laws and regulations in such states.

OWNERSHIP

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

In the case of non-qualified Contracts, you may change the ownership
of or collaterally assign the Contract at any time prior to the maturity date,
subject to the rights of any irrevocable beneficiary. Assigning a Contract, or
changing the ownership of a Contract, may be treated as a distribution of the
account value for federal tax purposes (see "FEDERAL TAX MATTERS" for possible
qualifications and a more detailed discussion).

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

You must make any request for a change of ownership or assignment in
writing, and such a request is subject to our approval. If approved by us, any
assignment and any change will be effective as of the date we receive your
request at our Annuity Service Office. We assume no liability for any

payments made or actions taken before we approve a change or accept an
assignment and no responsibility for the validity or sufficiency of any
assignment. If you make an absolute assignment, it will revoke the interest of
any revocable beneficiary.

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

BENEFICIARY

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

ANNUITANT

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

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

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

MODIFICATION

We will not change or modify the Contract without the consent of the
owner or group holder, as applicable, except to the extent necessary to conform
to any applicable law or regulation or any ruling issued by a government agency.
However, on 30 days notice to the group holder, we may change the withdrawal
charges, administration fees, free withdrawal percentage, annuity purchase rate
and the market value adjustment as to any certificates issued after the
effective date of the modification.

CODE SECTION 72(s)

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

OUR APPROVAL

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

DISCONTINUANCE OF NEW OWNERS

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

MISSTATEMENT AND PROOF OF AGE, SEX OR SURVIVAL

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

NONPARTICIPATING

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

IV. CHARGES, DEDUCTIONS AND ADJUSTMENTS

ADJUSTMENTS AND CHARGES UPON WITHDRAWALS

We may apply a market value adjustment factor and assess withdrawal
charges under the Contracts if you request a partial or full withdrawal of
account value or annuitize any amount prior to the end of either the initial
guarantee period or a subsequent guarantee period. We may also assess an
administrative fee if you request a full withdrawal of account value or
annuitize any amount prior to the end of these periods.

We will not apply a market value adjustment factor or assess
withdrawal charges:

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

o if you request to withdraw or annuitize any available free
withdrawal amount, or

o in connection with our payment of Contract proceeds following the
death of the Owner or, if applicable, the annuitant, except as
described in "ACCUMULATION PROVISIONS-Death Benefit Before Maturity
Date, " or

o (applicable to withdrawal charges only) on distributions made from a
one year or a two year subsequent guarantee period.

We provide information on the free withdrawal amount, market value
adjustment factor and withdrawal charges in the sections that follow. We next
provide examples to illustrate how these impact "gross" and "net" requests to
withdraw contract value. We provide information on the administrative fee that
we may impose under the Contracts in "OTHER CHARGES AND DEDUCTIONS."

FREE WITHDRAWAL AMOUNT

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

a) the annual Required Minimum Distribution ("RMD") amount for owners
of Qualified Contracts (See FEDERAL TAX MATTERS) who have attained
age 70 1/2, or

b) the amount of interest credited during the 12 months prior to the
date of the request, less any gross withdrawal amounts taken during
the 12 month period prior to the date of the request.
MARKET VALUE ADJUSTMENT FACTOR

The market value adjustment factor may decrease or increase the
amount that we pay to you or apply to an annuity option. We determine the market
value adjustment factor by the following formula:

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

i - The guaranteed rate in effect for the current
Guarantee Period for this Contract.

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

k - Adjustment factor set forth in the Contract.

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

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

o if the guaranteed interest rate in effect for your Contract is lower
than our currently available guaranteed interest rate for a term
equal to the remaining term of the guarantee period under your
Contract, the market value adjustment will reduce the amount
withdrawn or annuitized or the balance of your account value; and

o if the guaranteed interest rate in effect for your Contract is
higher than our currently available guaranteed interest rate for a
term equal to the remaining term of the guarantee period under your
Contract, the market value adjustment will increase the amount
withdrawn or annuitized or the balance of your account value.

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

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

The market value adjustment, alone or in combination with applicable
withdrawal charges, could result in your receiving total withdrawal proceeds of
less than your purchase payment.

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

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

WITHDRAWAL CHARGE

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

We calculate the amount of the withdrawal charge by multiplying the
"gross" withdrawal amount, less any administration fee and free withdrawal
amount, by the applicable withdrawal charge percentage obtained from the tables
set forth in Appendix B. We use separate withdrawal charge percentages for
initial and subsequent guarantee periods. (Please read "WITHDRAWALS" and
Appendix B, "Withdrawal Charge Schedules" for more information.)

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

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

IMPACT OF MARKET VALUE ADJUSTMENT AND WITHDRAWAL CHARGE

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

We retain all withdrawal charges and all "negative" market value adjustments. We
generally pay you "positive" market value adjustments, except in situations
where a "net" partial withdrawal request results in a portion of a positive
market value adjustment being used to cover applicable withdrawal charges.

EXAMPLE 1: Impact on a Total Withdrawal

Assume that you make a request for a total withdrawal of account value at a time
when:

o your account value is $16,800,

o the free withdrawal amount is $800,

o the withdrawal charge is 6%,

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

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

Step 1: We first determine the portion of the gross withdrawal amount that is
subject to a market value adjustment and withdrawal charges. Since you requested
a total withdrawal of account value, we subtract the free withdrawal amount
($800) from your account value ($16,800). The gross withdrawal amount subject to
market value adjustment and withdrawal charges in this case is $16,000.

Step 2: We next determine the market value adjustment. In this example, the
guaranteed interest rate we assume to be in effect for your Contract (5%) is
lower than the guaranteed interest rate we assume to be offering for the
remaining term of your guaranteed interest period (6% for a 5 year term). These
are the same assumptions we use in the second example in Appendix A, and we
would calculate a market value adjustment factor as shown in that example
(0.9425) to reduce the amount payable to you.

We determine the amount of the market value adjustment by multiplying the gross
withdrawal amount that is subject to a market value adjustment ($16,000) by the
market value adjustment factor of 0.9425, which produces a result of $15,080.
The amount of the market value adjustment is the difference between $15,080 and
$16,000, or a negative $920.

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

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

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

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

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

Gross Withdrawal Amount =

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

In this example,

Gross Withdrawal Amount = ($6,000 + $800*( (.9425 - 1) - .06)) / (1 + (.9425-1)
- .06) = $6,692 Step 2: We next determine the amount of the market value
adjustment. We determine the applicable market value adjustment factor (0.9425)
in the same manner as in Step 2 of EXAMPLE 1. Since we do not apply the market
value adjustment factor to the free withdrawal amount, we first subtract the
free

withdrawal amount, $800, from the gross withdrawal amount calculated above,
$6,692. We then multiply the difference, ($5,892), by the market value
adjustment factor, which produces a result of $5,554. The amount of the market
value adjustment is the difference between $5,554 and $5,892, or a negative
$338.

Step 3: We next determine the amount of the withdrawal charge. Since we do not
apply the withdrawal charge to the free withdrawal amount, we first reduce the
gross withdrawal amount calculated above, $6,692, by the free withdrawal amount,
$800. We then multiply the difference, $5,892, by the 6% withdrawal charge. This
results in a withdrawal charge of $354.

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

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

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

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

Step 2: We next determine the amount of the market value adjustment. We
determine the applicable market value adjustment factor (0.9425) in the same
manner as in Step 2 of EXAMPLE 1. We then and multiply the amount determined
under Step 1 ($5,200), by the market value adjustment factor of 0.9425, which
produces a result of $4,901. The amount of the market value adjustment is the
difference between $4,901 and $5,200, or a negative $299.

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

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

OTHER CHARGES AND DEDUCTIONS

TAXES

We reserve the right to charge or provide for certain taxes against
purchase payments, account values, death benefits or annuity payments. Such
taxes may include premium taxes or other taxes levied by any government entity
which we determine to have resulted from the:

o establishment of the MVA Separate Account,

o receipt by us of purchase payments,

o issuance of the Contracts,

o commencement or continuance of annuity payments under
the Contracts, or

o death of the owner or annuitant.

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

Except for residents of those states which apply premium taxes upon
receipt of purchase payments, we will deduct premium taxes from the account
value used to provide for annuity payments. For residents of those states which
apply premium taxes upon receipt of purchase payments, we will deduct premium
taxes upon payment of any withdrawal or death benefits or upon any
annuitization. The amount deducted will depend on the premium tax assessed in
the applicable state. State premium taxes currently range from 0% to 3.5%
depending on the jurisdiction and the tax status of the Contract and are subject
to change by the legislature or other authority (see "APPENDIX C: STATE PREMIUM
TAXES").

ADMINISTRATION FEE

To compensate us for assuming certain administrative expenses, we
reserve the right to charge an annual administration fee, which will never
exceed $75.00. If imposed, the fee will be detailed on your Contract's
specifications page. Prior to the maturity date, we will deduct the
administration fee on each Contract anniversary. If you surrender the Contract
for its account value on any date other than the Contract anniversary, we will
deduct the full amount of the administration fee from the amount paid. After the
maturity date, the administration fee is deducted on a pro rata basis from each
annuity payment.

V. GENERAL INFORMATION ABOUT US

THE COMPANIES

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

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

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

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

RATING AGENCIES, ENDORSEMENTS AND COMPARISONS

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

REGULATION

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

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

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

MVA SEPARATE ACCOUNTS

We established the John Hancock USA MVA Separate Account in 2009 as
a non-unitized separate account under Michigan law and the John Hancock NY MVA
Separate Account in 1997 as a non-unitized separate account under New York law.
The MVA Separate Accounts are not registered as investment companies under the
Investment Company Act of 1940. Each Company maintains in its MVA Separate
Account assets which it selects in accordance with applicable state law and
which have a market value (or other value prescribed by applicable state law)
equal to the reserves the Company must maintain for the contracts and its other
liabilities with respect to the account.

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

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

Both the assets accounted for in a Company's MVA Separate Account
and all the other assets maintained in its General Account are available to meet
the Company's guarantees under its contracts. A

contract owner has no priority claims on assets accounted for in a MVA Separate
Account. These assets are not insulated from the claims of the Company's
creditors and may be charged with liabilities which arise from other business
the Company conducts.

DISTRIBUTION OF THE CONTRACT

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

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

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

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

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

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

VI. THE SUBORDINATED GUARANTEE

DESCRIPTION OF MANULIFE FINANCIAL CORPORATION

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

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

DESCRIPTION OF THE MFC SUBORDINATED GUARANTEE

WHAT ADDITIONAL GUARANTEE APPLIES TO THE GUARANTEE PERIODS UNDER MY CONTRACT?

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

WHAT ARE THE REASONS FOR THE ADDITIONAL MFC SUBORDINATED GUARANTEE?

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

WHAT ARE THE TERMS OF THE MFC SUBORDINATED GUARANTEE?

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

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

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

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

(a) by or on behalf of a holder who is liable for such taxes, duties,
assessments or governmental charges in respect of such Contract (i) by reason of
his being a person with whom John

Hancock USA or John Hancock NY or the guarantor is not dealing at arm's length
for the purposes of the Income Tax Act (Canada), or (ii) by reason of his having
a connection with Canada or any province or territory thereof other than the
mere holding, use or ownership or deemed holding, use or ownership of such
Contract;

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

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

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

WHERE YOU CAN FIND MORE INFORMATION

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

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

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

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

Each Company and MFC filed a joint registration statement on Form
F-3 with the SEC in respect of the securities being offered by this prospectus.
This prospectus is a part of that registration statement. As permitted by SEC
rules, this prospectus does not contain all the information you can find in the
registration statement. The SEC allows MFC to "incorporate by reference"
information into this prospectus, which means that we can disclose important
information to you by referring you to other documents filed separately with the
SEC.

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

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

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

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

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

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

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

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

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

ENFORCEMENT OF JUDGMENTS

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

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

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

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

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

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

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

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

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

VII. FEDERAL TAX MATTERS

INTRODUCTION

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

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

OUR TAX STATUS

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

TAXATION OF ANNUITIES IN GENERAL

Tax Deferral During Accumulation Period

Under existing provisions of the Code, except as described below,
any increase in account value is generally not taxable to you as the Contract
owner or to the annuitant until received, either in the form of annuity payments
as contemplated by the Contracts, or in some other form of distribution.
However, this rule applies only if the Contract owner is an individual or, in
some cases, a trust or other entity treated as an agent for a natural person.

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

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

o annuity contracts acquired by an estate of a decedent by
reason of the death of the decedent,

o annuity contracts issued in connection with certain
qualified retirement plans,

o annuity contracts purchased by employers upon the
termination of certain qualified retirement plans,

o certain annuity contracts used in connection with
structured settlement agreements, and

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

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

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

Taxation of Partial and Total Withdrawals

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

Other than in the case of qualified Contracts (which generally
cannot be assigned or pledged), any assignment or pledge (or agreement to assign
or pledge) any portion of the contract value is treated as a withdrawal of such
amount or portion. The investment in the Contract is increased by the amount
includible in income with respect to such assignment or pledge, though it is not
affected by any other aspect of the assignment or pledge (including its
release). If you transfer your interest in a Contract without adequate
consideration to a person other than your spouse (or a former spouse incident to
divorce), you will be taxed on the difference between your contract value and
the investment in the Contract at the time of transfer. In such case, the
transferee's investment in the Contract will be increased by the amount included
in the transferor's income.

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

Taxation of Annuity Payments

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

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

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

Taxation of Death Benefit Proceeds

Amounts may be distributed from a contract because of the death of
an owner or, if the owner is not a natural person, the death of the annuitant.
Prior to the maturity date, such death benefit proceeds are includible in income
as follows:

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

o if distributed under an annuity option, they are taxed
in the same manner as annuity payments, as described
above.

After the maturity date, where a guaranteed period exists under an
annuity option and the annuitant dies before the end of that period, payments
made to the beneficiary for the remainder of that period are includible in
income as follows:

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

o if distributed in accordance with the existing annuity
option selected, they are fully excludable from income
until the remaining investment in the contract is deemed
to be recovered, and all annuity payments thereafter are
fully includible in income.

Penalty Tax on Premature Distributions

Where a contract has not been issued in connection with a qualified
plan, there generally is a 10% penalty tax on the taxable amount of any payment
from the contract. This penalty is not applicable if the payment is:

o received on or after the date on which the owner reaches
age 59 1/2;

o attributable to the owner becoming disabled (as defined
in the tax law);

o made on or after the death of the owner or, if the owner
is not an individual, on or after the death of the
primary annuitant (as defined in the tax law);

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

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

Aggregation of Contracts

In certain circumstances, the IRS may determine the amount of an
annuity payment or a withdrawal from a contract that is includible in income by
combining some or all of the annuity contracts owned by an individual which are
not issued in connection with a qualified plan. For example, if you purchase a
Contract offered by this prospectus and also purchase at approximately the same
time an

immediate annuity, the IRS may treat the two contracts as one contract.
Similarly, if a person transfers part of his interest in one annuity contract to
purchase another annuity contract, the IRS might treat the two contracts as one
contract.

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

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

Exchanges of Annuity Contracts

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

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

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

Loss of Interest Deduction Where Contracts are Held by or for the
Benefit of Certain Non-Natural Persons

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

QUALIFIED RETIREMENT PLANS

In General

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

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

Additionally, for Contracts issued in connection with qualified
plans subject to the Employee Retirement Income Security Act, the spouse or
ex-spouse of the owner will have rights in the Contract. In such a case, the
owner may need the consent of the spouse or ex-spouse to a change annuity
options or make a withdrawal from the Contract.

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

There is also a 10% penalty tax on the taxable amount of any payment
from certain qualified contracts. (The amount of the penalty tax is 25% of the
taxable amount of any payment received from a "SIMPLE retirement account" during
the 2-year period beginning on the date the individual first participated in any
qualified salary reduction agreement (as defined in the tax law) maintained by
the individual's employer.) There are exceptions to this penalty tax which vary
depending on the type of qualified plan. In the case of an IRA, including a
"SIMPLE IRA," exceptions provide that the penalty tax does not apply to a
payment (a) received on or after the date on which the owner reaches age 59 1/2,
(b) received on or after the owner's death or because of the owner's disability
(as defined in the tax law), or (c) made as a series of substantially equal
periodic payments (not less frequently than annually) for the life (or life
expectancy) of the owner or for the joint lives (or joint life expectancies) of
the owner and designated beneficiary (as defined in the tax law). These
exceptions, as well as certain others not described herein, generally apply to
taxable distributions from other qualified plans (although, in the case

of plans qualified under sections 401 and 403, exception "c" above for
substantially equal periodic payments applies only if the owner has separated
from service). In addition, the penalty tax does not apply to certain
distributions from IRAs taken after December 31, 1997 which are used for
qualified first time home purchases or for higher education expenses. Special
conditions must be met to qualify for these two exceptions to the penalty tax.
If you wish to take a distribution from an IRA for these purposes, you should
consult your tax advisor.

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

Qualified Plan Types

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

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

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

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

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

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

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

o made after the owner's death;

o attributable to the owner being disabled; or

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

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

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

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

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

Direct Rollover Rules

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

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

FEDERAL INCOME TAX WITHHOLDING

We will withhold and remit to the U.S. government a part of the taxable
portion of each distribution made under a Contract unless (i) the distribution
is not an eligible rollover distribution and

(ii) the distributee notifies us at or before the time of the distribution that
he or she elects not to have any amounts withheld. In certain circumstances, we
may be required to withhold tax. Except in the case of eligible rollover
distributions, the withholding rates applicable to the taxable portion of
periodic annuity payments are the same as the withholding rates generally
applicable to payments of wages. Except in the case of eligible rollover
distributions, the withholding rate applicable to the taxable portion of
non-periodic payments (including withdrawals prior to the maturity date and
rollovers from non-Roth IRAs to Roth IRAs) is 10%. As described above, the
withholding rate applicable to eligible rollover distributions is 20%.

VIII. GENERAL MATTERS

CONFIRMATION STATEMENTs

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

LEGAL PROCEEDINGS

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

LEGAL OPINIONS

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

EXPERTS

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

NOTICES AND REPORTS TO CONTRACT OWNERS

At least once each Contract year, we will send you a statement
showing the account value of the Contract as of the date of the statement. The
statement will also show premium payments and any other information required by
any applicable law or regulation.

CONTRACT OWNER INQUIRIES

You should direct all inquiries to our Annuity Service Office at
P.O. Box 55230, Boston, Massachusetts 02205-5230.

APPENDIX A
EXAMPLE OF MARKET VALUE ADJUSTMENT CALCULATION

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

N/12
[(1+i)/(1+j+k)]

where,

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

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

o K is the adjustment factor.

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

SAMPLE CALCULATION 1: POSITIVE ADJUSTMENT

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

Market value adjustment:

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

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

Amount withdrawn (adjusted for market value adjustment):

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

A-1

SAMPLE CALCULATION 2: NEGATIVE ADJUSTMENT

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

Market value adjustment:

60/12
[(1+.05)/(1+.06+.0025)] = .9425

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

Amount withdrawn (adjusted for market value adjustment):

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

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

A-2

APPENDIX B

WITHDRAWAL CHARGE SCHEDULE

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

SERIES A

APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:

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

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

APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:

YEARS SINCE THE COMMENCEMENT OF THE SUBSEQUENT
GUARANTEE PERIOD AT THE TIME OF WITHDRAWAL
-----------------------------------------------------------
GUARANTEE
PERIOD 1 2 3 4 5 6 7 8 9 10
--------- -- -- -- -- -- -- -- -- -- --

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

B-1

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

SERIES B

APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:

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

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

APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:

YEARS SINCE THE COMMENCEMENT OF ANY SUBSEQUENT
GUARANTEE PERIOD AT THE TIME OF WITHDRAWAL
-----------------------------------------------------------
GUARANTEE
PERIOD 1 2 3 4 5 6 7 8 9 10
--------- -- -- -- -- -- -- -- -- -- --

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

B-2

APPENDIX B

WITHDRAWAL CHARGE SCHEDULE

JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL GUARANTEE PERIOD:

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

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

APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT GUARANTEE PERIOD:

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

B-3

APPENDIX C

STATE PREMIUM TAXES

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

TAX RATE

QUALIFIED NON-QUALIFIED
STATE CONTRACTS CONTRACTS
---------------------------------------------------------------------

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

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

C-1

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Manulife Financial Corporation

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

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

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

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

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

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

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

- any act of gross negligence or willful neglect;

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

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

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

- bodily injury, sickness or disease of any person;

- injury to or destruction of any tangible property;

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

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

MFC has also entered into agreements to indemnify its directors and
officers. These agreements indemnify our directors and officers for certain
expenses, including, among other things, attorneys' fees, costs, fines and
settlement amounts, reasonably incurred by any such person in any civil,
criminal, administrative or other proceeding related to such person's services
as a director or officer of MFC, or any other entity to which the person
provides services at MFC's request. MFC's obligation to indemnify such persons
is subject to similar limitations as

those set forth in MFC's administrative resolutions described above.

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

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

Pursuant to Article XII of the Restated Articles of Redomestication of
John Hancock Life Insurance Company (U.S.A.) ("John Hancock (U.S.A.)") and
Sections 5241 through 5242 of the Michigan Insurance Code, John Hancock (U.S.A.)
indemnifies each person who is or was or has agreed to become a director of John
Hancock (U.S.A), or is or was serving at the request of John Hancock (U.S.A.) as
a director of another foreign or domestic corporation, joint venture, trust or
other enterprise, whether for profit or not, from liability incurred or imposed
by reason of any action alleged to have been taken or omitted in such capacity.
Indemnification shall be made by John Hancock (U.S.A.), unless a determination
is made that the individual (i) breached his or her duty of loyalty to John
Hancock (U.S.A.) or its shareholders, (ii) failed to act in good faith and in a
manner in which the individual reasonably believed to be in or not opposed to
the best interests of John Hancock (U.S.A.), (iii) engaged in an intentional
misconduct or knowing violation of law, (iv) violated Sections 5036, 5276 or
5280 of the Michigan Insurance Code, or (v) engaged in a transaction in which
the individual derived an improper personal benefit, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful; provided that, to the extent that a present or former
direction of John Hancock (U.S.A.) has been successful on the merits or
otherwise in any defense of any proceeding, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. Expenses (including attorneys' fees) incurred in defending any
proceeding may be paid by John Hancock (U.S.A.) in advance of its final
disposition, but only upon receipt of an undertaking by the person indemnified
to repay such amounts if he or she should be determined not to be entitled to
indemnification.

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

ITEM 9. EXHIBITS.

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

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

1 Distribution and Servicing Agreement dated February 17, 2009 by
and among John Hancock Distributors, LLC, Manulife Financial
Securities, LLC, and John Hancock Life Insurance Company (U.S.A.)
-- Incorporated by reference to Exhibit (b)(3)(ii) to Form N-4,
file number 333-143073, filed April 1, 2009.

4(a)(i) Specimen Modified Single Premium Deferred Annuity Contract

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

4(b)(i) Specimen Modified Single Premium Deferred Annuity Application

4(b)(ii) Specimen Modified Single Premium Group Deferred Annuity Contract
and Application

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

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

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

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

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

4(d) Form of Subordinated Guarantee by Manulife Financial Corporation
in favor of certain holders of market value adjustment interests
under deferred annuity contracts issued by by John Hancock Life
Insurance Company (U.S.A.).

5(a) Opinion of Dykema Gossett PLLC regarding legality of the market
value adjustment interests under deferred annuity contracts being
registered and the validity of the subordinated guarantee. [To Be
Filed By Amendment]

5(b) Opinion of Torys LLP regarding validity under Canadian law of the
subordinated guarantee and enforceability of judgments. [To Be
Filed By Amendment]

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

23(b) Consent of Dykema Gossett PLLC (included as part of its opinion
filed as Exhibit 5(a) and incorporated herein by reference).
[To Be Filed By Amendment]

23(c) Consent of Torys LLP (included as part of its opinion filed as
Exhibit 5(b) and incorporated herein by reference). [To Be Filed
By Amendment]

24(a) Powers of Attorney (included on the signature pages and
incorporated herein by reference).

ITEM 10. UNDERTAKINGS

(a) Each undersigned registrant hereby undertakes:

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

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

(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering

range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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

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

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

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

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

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

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

(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430(B) relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the
purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of

sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the
securities in the registration statement to which that
prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of
the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first
use.

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

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

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

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

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

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

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Manulife
Financial Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form F-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, Canada, on May 8,
2009.

MANULIFE FINANCIAL CORPORATION

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

Each person whose signature appears below constitutes and appoints Donald
A. Guloien, Peter Rubenovitch and Jean-Paul Bisnaire, and each of them, any of
whom may act without the joinder of the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, placed and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2009.

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

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

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

/s/ Gail C.A. Cook-Bennett Chairman
------------------------------
GAIL C.A. COOK-BENNETT

/s/ John M. Cassaday Director
------------------------------
JOHN M. CASSADAY

/s/ Lino J. Celeste Director
------------------------------
LINO J. CELESTE

/s/ Thomas P. D'Aquino Director
------------------------------
THOMAS P. D'AQUINO

/s/ Richard B. Dewolfe Director
------------------------------
RICHARD B. DEWOLFE

/s/ Robert E. Dineen, Jr. Director
------------------------------
ROBERT E. DINEEN, JR.

/s/ Pierre Y. Ducros Director
------------------------------
PIERRE Y. DUCROS

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

/s/ Scott M. Hand Director
------------------------------
SCOTT M. HAND

/s/ Robert J. Harding Director
------------------------------
ROBERT J. HARDING

/s/ Luther S. Helms Director
------------------------------
LUTHER S. HELMS

/s/ Thomas E. Kierans Director
------------------------------
THOMAS E. KIERANS

/s/ Lorna R. Marsden Director
------------------------------
LORNA R. MARSDEN

/s/ Hugh W. Sloan, Jr. Director
------------------------------
HUGH W. SLOAN, JR

/s/ Gordon G. Thiessen Director
------------------------------
GORDON G. THIESSEN

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, John Hancock
Life Insurance Company (U.S.A.) certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on May 8, 2009.

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

By: /s/ John D. Desprez III
-------------------------------------------
Name: JOHN D. DESPREZ III
Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER

Each person whose signature appears below constitutes and appoints Lynne
Patterson, Emanuel Alves, John Danello, Scott A. Lively, Arnold R. Bergman,
Thomas J. Loftus and David S. Pickett, and each of them, any of whom may act
without the joinder of the other, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, placed and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 8, 2009.

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

/s/ John D. Desprez III President, Chief Executive Officer and Chairman
------------------------------- (Principal Executive Officer)
JOHN D. DESPREZ III

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

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

/s/ James R. Boyle Director
-------------------------------
JAMES R. BOYLE

/s/ Marc Costantini Director
-------------------------------
MARC COSTANTINI

/s/ Steven A. Finch Director
-------------------------------
STEVEN A. FINCH

/s/ Scott S. Hartz Director
-------------------------------
SCOTT S. HARTZ

/s/ Katherine M. Macmillan Director
-------------------------------
KATHERINE M. MACMILLAN

Director
-------------------------------

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

/s/ Stephen R. Mcarthur Director
-------------------------------
STEPHEN R. MCARTHUR

/s/ Hugh C. Mchaffie Director
-------------------------------
HUGH C. MCHAFFIE

/s/ Rex E. Schlaybaugh Director
-------------------------------
REX E. SCHLAYBAUGH JR.

/s/ Diana Scott Director
-------------------------------
DIANA SCOTT

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, as amended, the undersigned, the duly authorized representative of
Manulife Financial Corporation in the United States, has signed this
Registration Statement on May 8, 2009.

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

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

EXHIBIT INDEX

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

4(a)(i) Specimen Modified Single Premium Deferred Annuity Contract

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

4(b)(i) Specimen Modified Single Premium Deferred Annuity Application

4(b)(ii) Specimen Modified Single Premium Group Deferred Annuity Contract
and Application

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

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

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

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

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

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