EX-99.24(B)(7)(D)(I) 16 b75114a1exv99w24xbyx7yxdyxiy.txt ACE TEMPEST VARIABLE ANNUITY GEM REINSURANCE AGREETMENT THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. VARIABLE ANNUITY GEM REINSURANCE AGREEMENT Between THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) (Hereinafter called the "CEDING COMPANY") Boston, Massachusetts and ACE TEMPEST LIFE REINSURANCE LTD. (Hereinafter called the "REINSURER") Hamilton, Bermuda Manufacturers Life and ACE Tempest Re GEM 1 TABLE OF CONTENTS
ARTICLE PAGE ------- ---- Access to Records IX 12 Arbitration XIV 15 Automatic Provisions IV 7 Currency XI 13 Definitions I 3 Effective Date, Term, and Termination III 5 Hold Harmless XV 16 Insolvency XII 14 Litigation VIII 11 Miscellaneous XVII 17 Negotiation XIII 14 Notices XVIII 18 Offset XVI 17 Parties to the Agreement II 5 Premium Accounting V 8 Reinsurance Claim Settlement VI 9 Reserves VII 9 Unintentional Errors, Misunderstandings, Or Omissions X 13
SCHEDULES A Description of Enhanced Death Benefit Rider (GEM) B-1 CONTRACT TYPES Subject to this Reinsurance Agreement B-2 Investment Funds Subject to this Reinsurance Agreement C-1 Limits and Rules of the CEDING COMPANY C-2 Limits and Rules of the REINSURER D REINSURANCE PREMIUM RATES by CONTRACT TYPE E DOLLAR CLAIM LIMIT RATE F REINSURER Quota Share of Risk G CEDING COMPANY Reporting Format and Data Requirements H Surplus Position of the REINSURER Manufacturers Life and ACE Tempest Re GEM 2 ARTICLE I - DEFINITIONS A. DURATION OF AGREEMENT EFFECTIVE DATE means July 1, 2002 BUSINESS DAY means any day that securities are traded on the New York Stock Exchange MONTHLY VALUATION DATE means the last BUSINESS DAY of each month REINSURANCE TERM means 25 years measured from the MONTHLY VALUATION DATE following each contract's inclusion in this Agreement TERMINATION DATE means the end of REINSURANCE TERM for the last contract accepted under this Agreement B. CONTRACT DEFINITIONS: VARIABLE ANNUITY CONTRACT means a written annuity contract (or group annuity certificate) issued by the CEDING COMPANY to a contract owner in accordance with which CEDING COMPANY agrees to provide specified benefits in accordance with specified terms and conditions ACTIVE CONTRACT means a VARIABLE ANNUITY CONTRACT that remains in effect and has not terminated due to death, lapse, surrender or some other valid contingency and has not been annualized, and has elected the optional rider benefits shown in Schedules A and B-1 RETAIL ANNUITY PREMIUMS means contributions made to the VARIABLE ANNUITY CONTRACT on behalf of the contract owner, commonly referred to as purchase payments, premiums, or deposits CONTRACT TYPE means one of the VARIABLE ANNUITY CONTRACT forms specified in Schedule B-1 INSURED LIFE means the owner (including any certificate owner), or if the owner is a non-natural person, the annuitant of each VARIABLE ANNUITY CONTRACT ACCOUNT VALUE means, for each ACTIVE CONTRACT, the sum of the invested assets in the investment funds shown in Schedule B-2 C. REINSURANCE PREMIUM DEFINITIONS REINSURED ACCOUNT VALUE means the ACCOUNT VALUE times the REINSURER's quota share of risk, as shown in Schedule F Manufacturers Life and ACE Tempest Re GEM 3 AGGREGATE MONTHLY ACCOUNT VALUE means the sum of the REINSURED ACCOUNT VALUE for each ACTIVE CONTRACT, calculated on each MONTHLY VALUATION DATE, for each CONTRACT TYPE REINSURANCE PREMIUM RATE means the numerical value provided in Schedule D, for each CONTRACT TYPE MONTHLY REINSURANCE PREMIUM means the sum of the REINSURANCE PREMIUM RATE times the AGGREGATE MONTHLY ACCOUNT VALUE for each CONTRACT TYPE calculated on each MONTHLY VALUATION DATE REINSURANCE PREMIUM DUE DATE means the MONTHLY VALUATION DATE REMITTANCE DATE means the last BUSINESS DAY of the calendar month following the REINSURANCE PREMIUM DUE DATE D. REINSURANCE CLAIM DEFINITIONS: NET AMOUNT AT RISK means, for each ACTIVE CONTRACT, the CEDING COMPANY's required excess payment for the Enhanced Death Benefit Rider, as described in Schedule A, upon death of the INSURED LIFE REINSURED NET AMOUNT AT RISK means, for each ACTIVE CONTRACT, the NET AMOUNT AT RISK multiplied by the REINSURER's quota share of risk as shown in Schedule F REINSURED CLAIM means the REINSURED NET AMOUNT AT RISK on the date that the CEDING COMPANY receives due proof of death and all required claim forms REIMBURSEMENT DATE means the last BUSINESS DAY of the calendar month following the date the REINSURER receives a request for claim reimbursement from the CEDING COMPANY AGGREGATE REINSURED CLAIM means the sum of all REINSURED CLAIMS calculated on each MONTHLY VALUATION DATE DOLLAR CLAIM LIMIT RATE means a numerical value provided in Schedule E for each CONTRACT TYPE AGGREGATE DOLLAR CLAIM LIMIT means the sum of the DOLLAR CLAIM LIMIT RATE times the RETAIL ANNUITY PREMIUMS attributable to each CONTRACT TYPE times the REINSURER'S quota share of risk as shown in Schedule F, as calculated on each MONTHLY VALUATION DATE Manufacturers Life and ACE Tempest Re GEM 4 ARTICLE II - PARTIES TO THE AGREEMENT This Agreement shall be binding upon and shall inure solely to the benefit of the CEDING COMPANY and the REINSURER. This Agreement shall not and is not intended to create any legal relationship, or confer any rights and obligations between the REINSURER and any third party, including without limitation, annuitants, contract owners, certificate owners, beneficiaries, applicants or assignees under any ACTIVE CONTRACT ARTICLE III - EFFECTIVE DATE, TERM AND TERMINATION A. The Agreement covers VARIABLE ANNUITY CONTRACTS issued by the CEDING COMPANY that: (i) are among the CONTRACT TYPES identified by form in Schedule B-1; (ii) have accounts invested in the investment funds listed in Schedule B-2; (iii) are issued on and after the EFFECTIVE DATE and prior to the date this Agreement terminates; (iv) are issued within the limits and rules described in Schedule C-1; (v) are in compliance with all of the other terms and provisions of this Agreement; and (vi) are ACTIVE CONTRACTS B. This Agreement will cease to cover new VARIABLE ANNUITY CONTRACTS issued by the CEDING COMPANY on the earlier of (i) December 31, 2004 or (ii) the date that cumulative RETAIL ANNUITY PREMIUMS exceed the limits provided in Schedule C-2, paragraph 3. RETAIL ANNUITY PREMIUMS paid on an ACTIVE CONTRACT subsequent to the date this Agreement ceases to cover new VARIABLE ANNUITY CONTRACTS are unaffected by the limits provided in Schedule C-2, paragraph 3. C. This Agreement will terminate with respect to each ACTIVE CONTRACT subject to it, as of the last day of the REINSURANCE TERM for each ACTIVE CONTRACT. D. The CEDING COMPANY shall have the option of terminating this Agreement for new VARIABLE ANNUITY CONTRACTS, existing VARIABLE ANNUITY CONTRACTS, or both, with ninety (90) days written notice to the REINSURER, after the occurrence of any of the following: 1. The REINSURER's Standard and Poor's Claim Paying Rating is reduced to a "BBB" or lower. The REINSURER must report any adverse change in its Standard and Poor's Claim Paying Rating to the CEDING COMPANY within fifteen (15) days of the change. Any notice of termination given by the CEDING COMPANY enabled by Manufacturers Life and ACE Tempest Re GEM 5 such rating reduction shall be deemed withdrawn if the REINSURERS's Standard and Poor's Rating is restored to a level higher than "BBB" during the 90 day notice period; 2. An order appointing a receiver, conservator or trustee for management of the REINSURER is entered or a proceeding is commenced for rehabilitation, liquidation, supervision or conservation of the REINSURER. 3. The REINSURER's U.S. GAAP surplus position is reduced to 70% or less of the value of its U.S. GAAP surplus position as of December 31, 2001. The REINSURER must report such a reduction within fifteen (15) days after it occurs. The REINSURER's surplus position as of December 31, 2001 is provided in Schedule H. Any notice of termination given by the CEDING COMPANY enabled by such surplus reduction shall be deemed withdrawn if the REINSURER's U.S. GAAP surplus position is restored to a level higher than 70% of its U.S. GAAP surplus position as of December 31, 2001 during the 90 day notice period. E. The REINSURER shall have the option of terminating this Agreement for new VARIABLE ANNUITY CONTRACTS, existing VARIABLE ANNUITY CONTRACTS or both with ninety (90) days written notice to the CEDING COMPANY after the occurrence of any of the following: 1. The CEDING COMPANY fails to provide timely submissions of data in accordance with Schedule G. The REINSURER must provide CEDING COMPANY with Notice of Termination, identifying whether new business, existing business or both will be subject to termination. If, during the ninety (90) days following this notification, the REINSURER receives all data submissions in arrears, the notice of termination shall be deemed withdrawn. 2. The CEDING COMPANY fails to pay premium on or before the REMITTANCE DATE. In the event that the premiums are not paid by the REMITTANCE DATE, the REINSURER shall have the right to terminate this Agreement by giving ninety (90) days written notice of termination to the CEDING COMPANY. If all premiums in default and interest in accordance with Article III, paragraph F are received by the REINSURER within the ninety (90) day time period, this Agreement will remain in effect and the notice of termination shall be deemed withdrawn. If Premiums remain in default as of the close of the last day of this ninety (90) day notice period, the REINSURER's liability for all risks reinsured associated with the defaulted premiums under this Agreement will terminate. F. Except as otherwise provided herein, upon termination of this Agreement for existing business, the REINSURER shall have no reinsurance liability with respect to any VARIABLE ANNUITY CONTRACT. Notwithstanding termination of reinsurance as provided herein, the CEDING COMPANY shall continue to be liable to the REINSURER for all unpaid reinsurance premiums earned by the REINSURER under this Agreement. Such premiums are subject to a daily interest charge from the REMITTANCE DATE until the date paid. The daily interest rate is equal to [*] times the sum of (1) [*] Manufacturers Life and ACE Tempest Re GEM 6 [*], and (2) [*]. ARTICLE IV - AUTOMATIC PROVISIONS A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement, the CEDING COMPANY shall cede and the REINSURER shall accept the ACTIVE CONTRACTS that are covered by this Agreement. B. This Agreement covers only the liability for REINSURED CLAIMS paid under VARIABLE ANNUITY CONTRACT forms or benefit rider forms where such forms were reviewed by the REINSURER prior to their issuance. These benefit rider forms or contract forms, as supplemented by additional materials, are listed on Schedule B-1. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised contract form or benefit rider form, it must provide written notice to the REINSURER of such intention together with a copy of the new or revised contract form or rider form, and a revised Schedule B-1. The REINSURER will approve or disapprove any new or materially revised contract forms or benefit rider form within fifteen (15) working days of the date it receives notification and a copy thereof. A revision shall be considered material if it increases the risk to the REINSURER Such forms are deemed disapproved unless the REINSURER's written approval is submitted within such time period. The effective date of reinsurance hereunder shall be the date of the REINSURER's approval, or such other earlier date as designated by the REINSURER. If such forms are disapproved, or a mutually satisfactory agreement cannot be reached between the CEDING COMPANY and the REINSURER regarding revised terms for this Agreement, the CEDING COMPANY shall have the right of immediate termination of this Agreement for new business only. The CEDING COMPANY shall provide the REINSURER with written notification of its intent to terminate. The date of termination shall be the date (that the new or revised contract forms would have become effective. C. This Agreement covers only the liability for REINSURED CLAIMS paid under VARIABLE ANNUITY CONTRACTS invested in Variable and Fixed investment funds listed on Schedule B-2. If the CEDING COMPANY intends to cede to the REINSURER a liability with respect to a new or revised investment fund it must provide written notice to the REINSURER of such intention together with a copy of the new or revised investment fund, and a revised Schedule B-2, within thirty (30) days of the fund's initial availability. The CEDING COMPANY may add new or revise investment funds without the REINSURER's approval. The effective date of reinsurance hereunder shall be the date the REINSURER receives notice of the new or revised fund, or such other earlier date as designated by the REINSURER. D. The CEDING COMPANY intends to take steps necessary to ensure that each variable investment option is qualified as a regulated investment company under Subchapter M of the Internal Revenue Code and believes that each variable investment option will so qualify. The CEDING COMPANY also intends that each variable investment option meet the additional diversification requirements that are applicable to insurance company separate Manufacturers Life and ACE Tempest Re GEM 7 accounts under Subchapter L of the Internal Revenue Code. E. If a variable investment option fails to qualify under Subchapter L or Subchapter M of the Internal Revenue Code and the CEDING COMPANY does not take appropriate steps, directly or indirectly, to bring (The variable investment option in compliance with these regulations, the REINSURER's liability with respect to the variable investment option can be terminated, with 180 days written notice to the CEDING COMPANY. The REINSURER's liability with respect to any variable investment option will be determined by multiplying the NET AMOUNT AT RISK times the REINSURER's quota share of risk as shown in Schedule F by the proportion of the RETAIL ANNUITY PREMIUMS allocated to the variable investment option to the total RETAIL ANNUITY PREMIUMS. If the REINSURER's liability is terminated with respect to any variable investment option, the MONTHLY REINSURANCE PREMIUM will be calculated ignoring any investment in said variable investment option. Furthermore, subsequent transfers from any variable subaccount that is not in compliance with these regulations, to any fixed account option or variable subaccount that is in compliance with these regulations, will be considered a subsequent RETAIL ANNUITY PREMIUM for the purposes of this Agreement. F. If the CEDING COMPANY directly or indirectly brings the variable investment option in compliance with Subchapter M or Subchapter L either within the 180-day notice period or after (The 180-day notice period, the REINSURER's liability in respect to such variable investment option will be reinstated from the date the variable investment option qualities with the regulation. The MONTHLY REINSURANCE PREMIUM will be determined using any investment in the variable investment account, beginning with investments as of the date (the variable investment account qualifies with the regulation. G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must fall within the automatic limits as shown in Schedule C-1, unless an exception is permitted by mutual written agreement. The CEDING COMPANY shall provide written notice to the REINSURER of any changes in its published limits and rules identified on Schedule C-1, and the REINSURER shall have no liability pursuant to revised limits and rules unless and until the REINSURER provides written notice to the CEDING COMPANY, within fifteen (15) working days from the date they receive notification, that such revised limits and rules are acceptable. ARTICLE V - PREMIUM ACCOUNTING A. On or before the REMITTANCE DATE, the CEDING COMPANY shall forward to the REINSURER its statement of account and data requirements as set forth in Schedule G together with its remittance for the MONTHLY REINSURANCE PREMIUM as shown therein as well as any premium adjustments from the prior period. B. If MONTHLY REINSURANCE PREMIUMS are not paid by the REMITTANCE DATE, interest in accordance with Article III, paragraph F will be assessed from the REMITTANCE DATE. Manufacturers Life and ACE Tempest Re GEM 8 C. If the amounts due cannot be determined by the REMITTANCE DATE, CEDING COMPANY shall have ninety (90) days to determine the appropriate premium and remit with interest in accordance with Article III, paragraph F. ARTICLE VI - REINSURANCE CLAIM SETTLEMENT A. The REINSURER shall not be responsible for any obligation of the CEDING COMPANY to any party under any VARIABLE ANNUITY CONTRACTS issued by the CEDING COMPANY under any VARIABLE ANNUITY CONTRACT forms and benefit rider forms. including those Identified on Schedule B-l B. On or before the REMITTANCE DATE, the CEDING COMPANY shall forward to the REINSURER its statement of account and data requirements as set forth in Schedule G, together with its request for reimbursement for REINSURED CLAIMS as shown therein. In no case shall the AGGREGATE REINSURED CLAIMS exceed the AGGREGATE DOLLAR CLAIM LIMIT. If necessary, the request for reimbursement for REINSURED CLAIMS shall be reduced so that AGGREGATE REINSURED CLAIMS do not exceed the AGGREGATE DOLLAR CLAIM LIMIT. If requested by the REINSURER, the CEDING COMPANY shall provide the REINSURER with proof of claim, proof of claim payment and any other claim documentation identified by the REINSURER, in accordance with Schedule G. C. If REINSURED CLAIMS are not paid by the REIMBURSEMENT DATE, interest in accordance with Article III, paragraph F will be assessed from the REIMBURSEMENT DATE. D. A final statement of accounts prepared by the CEDING COMPANY a due sixty (60) days after the TERMINATION DATE On or before this date, the CEDING COMPANY shall forward to the REINSURER its final statement of account, which shall be in the form of the Monthly Statement of Account as set forth in Schedule G. E. The CEDING COMPANY shall have six (6) months after the TERMINATION DATE to submit to the REINSURER an amended final statement of account Any amounts owed by either the CEDING COMPANY or the REINSURER, based on the amended final statement of account, must be paid within thirty (30) days of receipt of the amended final statement. If the amount owed is not paid within thirty (30) days of receiving the statement of account, the amount owed is subject to on interest charge in accordance with Article III. Paragraph F ARTICLE VII - RESERVES A. The reserve held by the REINSURER for reinsurance of the variable annuity enhanced death benefit rider (GEM) will be determined in accordance with the current applicable NAIC Actuarial Guidelines, with reasonable adjustments for the claim limits and other provisions Manufacturers Life and ACE Tempest Re GEM 9 of this Agreement. B. It is the intention of both the REINSURER and the CEDING COMPANY that the CEDING COMPANY qualifies for reinsurance credit in the state of Michigan for reinsurance ceded hereunder. As a non-authorized reinsurer in Michigan, the REINSURER will comply with Michigan Insurance Law relating to reinsurance credit for non-authorized reinsurers, as promulgated in Michigan's statutes on the effective date of this Agreement C. Provision for the credit for statutory reserves held by the REINSURER is satisfied if either 1. the funds in a trust, subject to withdrawal solely by, and under the exclusive control of the CEDING COMPANY, held in a qualified United states financial institution, as defined below, are at least as great as the credit for statutory reserve. 2. cash or marketable securities are transferred to the CEDING COMPANY in an amount at least as great as the credit for statutory reserve. 3. clean, irrevocable, unconditional letters of credit, issued or confirmed by a qualified United States financial institutions, in an amount at least as the credit for statutory reserve, meeting applicable standards of issuer acceptability as of the dates of their issuance. 4. a combination of (1), (2) and (3), such that the sum is at least as great as the credit for statutory reserve. D. A qualified United States financial institution means an institution that meets either subdivision (1) or (2): 1. Is organized, or in the case of a United States office of a foreign banking organization, is licensed, under the laws of the United States or any state in the United States, is regulated, supervised, and examined by federal or state authorities having regulatory authority over banks and trust companies, and has been determined by the insurance commissioner of Michigan to meet such standards of financial condition and standing as are considered necessary and appropriate to regulate the quality of financial institutions whose letters of credit will be acceptable to the insurance commissioner of Michigan. 2. For those institutions that are eligible to act as a fiduciary of a trust, is organized, or in the case of a United States branch or agency office of a foreign banking organization, is licensed, under the laws of the United States or any state in the United States, has been granted authority to operate with fiduciary powers, and is regulated, supervised, and examined by federal or state authorities having regulatory authority over banks and trust companies. E. If the credit for statutory reserve is less than $500,000, the REINSURER is not required to make provision for the credit for statutory reserve Manufacturers Life and ACE Tempest Re GEM 10 ARTICLE VIII - LITIGATION In the event of any action brought against the CEDING COMPANY under any VARIABLE ANNUITY CONTRACT that is subject to the terms and conditions of this Agreement, the CEDING COMPANY shall provide a copy of such action and written notice of such action within thirty (30) business days to the REINSURER. Manufacturers Life and ACE Tempest Re GEM 11 ARTICLE IX - ACCESS TO RECORDS A. The REINSURER, or its duly authorized representative, shall have access at any reasonable time during regular business hours, to all records of the CEDING COMPANY that reasonably pertain to this Agreement, including the right to photocopy and retain copies of such documents. The REINSURER shall not have access to the CEDING COMPANY's pricing or profitability analysis or risk management guidelines. Books and records shall be maintained in accordance with prudent standards of insurance company record keeping and must be retained for a period of at least three (3) years after the final settlement date. Within one hundred and fifty (150) days following the end of each calendar year, the CEDING COMPANY and the REINSURER shall provide each other with copies of their respective audited financial statements. B. The CEDING COMPANY, or its duly authorized representative, shall have access at any reasonable time during regular business hours, to the REINSURER's books and records of premium and loss accounts and to the REINSURER's copy of this Agreement between the CEDING COMPANY and the REINSURER. Such books and records shall be maintained in accordance with prudent standards of reinsurance company record keeping and must be retained for a period of at least three (3) years after the final settlement date. Notwithstanding any other provision in this Agreement, for any breach of the obligations in this paragraph, the CEDING COMPANY's sole remedy shall be a claim for damages as caused solely by the REINSURER's failure or inability perform its obligations under this paragraph. C. Upon reasonable notice, each party agrees to cooperate with the other in complying with any judicial, litigation, arbitration, or regulatory request or inquiry. D. The CEDING COMPANY and the REINSURER may come into the possession or knowledge of Confidential Information of the other in fulfilling obligations under this Agreement. Each party agrees to hold such Confidential Information in the strictest confidence and to take all reasonable steps to ensure that such Confidential Information is not disclosed in any form by any means by each of them or by any of its employees to third parties of any kind, other than attorneys, accountants, reinsurance intermediaries, consultants or retrocessionaires having an interest in such information, except by advance written authorization by an officer of the authorizing party; provided, however, that either party will be deemed to have satisfied its obligations as to the Confidential Information by protecting its confidentiality in the same manner that the party protects its own proprietary or Confidential Information of like kind which shall be at least a reasonable manner. Subject to the exclusion provided in Paragraph E. below, "Confidential Information" means: (1) any information or knowledge about each party's products, processes, services, finances, customers, research, computer programs, marketing and business plans, and/or claims management practices; and (2) any medical or other personal, individually identifiable information about people or business entities with whom each party does business, including customers, prospective customers, vendors, suppliers, individuals covered by insurance plan, and each party's producers and employees; and Manufacturers Life and ACE Tempest Re GEM 12 (3) records provided pursuant to Paragraphs A, B, and C, above. E. Notwithstanding the definition of "Confidential Information" provided in Paragraph D, above, Confidential Information does not include information that: (1) is generally available to or known by the public; or (2) is disclosed pursuant to written authorization of an officer of the non-disclosing party; or (3) is disclosed pursuant to operation of law (including without limitation the lawful requirement of a governmental agency), provided (a) the non-disclosing party is given reasonable prior notice to enable it to seek a protective order, and (b) the disclosing party discloses only that information which, in the reasonable judgment of its counsel, is required to be disclosed; or (4) has been lawfully obtained or developed by either party (a) independently or from any source other than the other party (provided that such source is not bound by a duty of confidentiality to such other party), and (b) not in violation of this Agreement. F. If either the CEDING COMPANY or the REINSURER discloses Confidential information to interested parties such as, but not limited to, attorneys, accountants, reinsurance intermediaries, consultants or retrocessionaires having an interest in such information, such interested parties shall also be bound by this Article's provisions on disclosing Confidential Information. The CEDING COMPANY or the REINSURER must inform the interested party of the provisions of this Article and agree to ensure that the interested parties honor the provisions. G. This Article expires 3 years after the TERMINATION DATE. ARTICLE X - UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS It is expressly understood and agreed that if failure to comply with any terms of this Agreement is hereby shown to be the result of an unintentional error, misunderstanding or omission, on the part of either the CEDING COMPANY or the REINSURER, both the CEDING COMPANY and the REINSURER, will be restored to the position they would have occupied, had no such error, misunderstanding or omission occurred, subject always to the correction of the error, misunderstanding or omission. ARTICLE XI - CURRENCY All retentions and limits hereunder, and all monetary data elements as described in Schedule G, are expressed in United States dollars and all premium and claim payments shall be made in United States dollars. Manufacturers Life and ACE Tempest Re GEM 13 ARTICLE XII - INSOLVENCY A. In the event of insolvency of the CEDING COMPANY, all reinsurance under this Agreement will be payable directly by the REINSURER to the CEDING COMPANY or to its liquidator, receiver, conservator or statutory Successor on the basis of the REINSURER's liability to the CEDING COMPANY without diminution because of the insolvency of the CEDING COMPANY or because the liquidator, receiver, conservator or statutory successor of the CEDING COMPANY has failed to pay all or a portion of any claim. B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver, or statutory successor will, within reasonable time after the claim is filed in the insolvency proceeding give written notice to the REINSURER of all pending claim against the CEDING COMPANY on any contracts reinsured. While a claim is pending the REINSURER may investigate and interpose, at its own expense, in the proceedings where the claim is adjudicated, any defense or defense that it may deem available to the CEDING COMPANY or its liquidator, receiver, or statutory successor. The expense incurred by the REINSURER will be chargeable, subject to court approval against the CEDING COMPANY as part of the expense of liquidation to the extent of a proportionate share of the benefit that may accrue to the CEDING COMPANY solely as a result of the defense undertaken by the REINSURER Where two or more REINSURERS are participating in the same claim and a majority in interest elect to interpose a defence or defence to any such claim, the expense will be apportioned in accordance with the terms of the reinsurance agreement as though such expense had been incurred by the CEDING COMPANY. C. In the event of insolvency of the REINSURER, the CEDING COMPANY may recapture immediately all ceded benefits upon written notice to the REINSURER, its liquidator, receiver or statutory successor The CEDING COMPANY shall also have a claim on the REINSURER for any reinsurance credit amounts including reserves, unearned premiums and other amounts due the CEDING COMPANY on such reinsurance, at the date of recapture ARTICLE XIII - NEGOTIATION A. Within ten (10) days after one of the parties has given the other the first written notification of a specific dispute, each party will appoint a designated officer to attempt to resolve the dispute. The officers will meet at a mutually agreeable location within thirty (30) days of the last appointment and as often as necessary, in order to gather and furnish the other with all appropriate and relevant information concerning the dispute. The officers will discuss the problem and will negotiate in good faith without the necessity of any formal arbitration proceedings. During the negotiation process, all reasonable request made by one officer to the other for information will be honored. The designated officers will decide the specific format for such discussions. B. If the officers cannot resolve the dispute within thirty (30) days of their first meeting the parties will agree to submit the dispute to formal arbitration, as set forth in Article XIV. However, the parties may agree in writing to extend the negotiation period for an additional Manufacturers Life and ACE Tempest Re GEM 14 thirty (30) days. ARTICLE XIV - ARBITRATION A. It is the intention of the CEDING COMPANY and the REINSURER that the customs and practices of the insurance and reinsurance industry will be given full effect in the operation and interpretation of this Agreement. The parties agree to act in all things with the highest good faith. If after the negotiation required by Article XIII, the REINSURER or the CEDING COMPANY cannot mutually resolve a dispute that arises out of or relates to this Agreement, the dispute will be decided through arbitration. To initiate arbitration, either the REINSURER or the CEDING COMPANY will notify the other party in writing of its desire to arbitrate, stating the nature of its dispute and the remedy sought. The party to which the notice is sent will respond to the notification in writing within ten (10) days of its receipt. B. Each party shall select an arbitrator within thirty (30) days after the written request for arbitration. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the written request for arbitration, the other party may appoint the second arbitrator. The two arbitrators shall select an umpire within thirty (30) days after the appointment of the second arbitrator. If the two arbitrators fail to agree on the selection of the umpire within thirty (30) days after the appointment of the second arbitrator, either party may submit a request to the American Arbitration Association to select as umpire, subject to the requirements for such arbitrator set forth below. C. The arbitrators and the umpire shall be present or former, disinterested executive officers of life insurance or reinsurance companies other than the contracting companies or affiliates thereof. The umpire shall preside at all hearings and meetings of the panel and shall announce the decision of the panel. The majority vote of the arbitrators and the umpire shall be the decision of the panel. The decision shall be in writing signed by the majority in favor thereof. D. The arbitration panel shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to matters which it may consider proper in the circumstances of the case including pleadings, discovery, inspection of documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such evidence whether oral or written strictly admissible or not as it shall in its discretion think fit. The arbitration panel shall interpret this Agreement as an honorable engagement rather than merely as a legal obligation and shall make its decision considering the custom and practice of the applicable insurance and reinsurance business. The arbitration panel is released from judicial formalities and shall not be bound by strict rules of procedure and evidence. Judgment upon the award may be entered in any court having jurisdiction. The panel is empowered to grant interim relief. E. The decision of the arbitration panel shall be final and binding on both parties. The arbitration panel may, at its discretion, award costs and expenses as it deems appropriate, including, but not limited to, attorneys' fees, interest and punitive damages. Judgment may Manufacturers Life and ACE Tempest Re GEM 15 be entered upon the final decision of the arbitration panel in any court of competent jurisdiction. F. All meetings and hearings before the arbitration panel shall take place in Boston, Massachusetts unless some other place is mutually agreed upon by both parties or ordered by the panel. G. In the absence of a decision to the contrary by the arbitration panel, each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other party the expense of the umpire and of the arbitration. ARTICLE XV - HOLD HARMLESS A. The REINSURER shall indemnify and hold the CEDING COMPANY harmless from any and all liability, losses, damages, fines, punitive damages, penalties and costs, including expenses and attorney's fees, which result from any gross negligence or willful misconduct of the REINSURER in fulfilling its duties and obligations under this Agreement or which result from any action that exceeds its authority under this Agreement. B. The CEDING COMPANY shall indemnify and hold the REINSURER harmless from any and all liability, losses, damages, fines, punitive damages, penalties and costs, including expenses and attorney's fees, which result from any gross negligence or willful misconduct of the CEDING COMPANY in fulfilling its duties and obligations under this Agreement or which result from any action that exceeds its authority under this Agreement. Manufacturers Life and ACE Tempest Re GEM 16 ARTICLE XVI - OFFSET Either party shall have, and may exercise at any time the right to offset any balance or amounts whether on account of premiums, or on account of claims or otherwise, due from one party to the other under the terms of this Agreement. ARTICLE XVII - MISCELLANEOUS A. This Agreement will be binding to the parties and their respective successors and permitted assignees. This Agreement may not be assigned by either party without the written consent of the other. B. The CEDING COMPANY and the REINSURER agree to review this Agreement on an annual basis. This review would include discussion of results to date, along with discussions of expanding the reinsurance program for additional business, and other topics. C. The REINSURER will pay the CEDING COMPANY a Federal Excise Tax allowance on each MONTHLY VALUATION DATE equal to the amount of any Federal Excise Tax paid by the CEDING COMPANY during the prior month, with the prior approval of the REINSURER, in connection with the annuities reinsured hereunder. The CEDING COMPANY will be responsible for the timely payment of Federal Excise Tax and for the filing of all required tax, information returns or filings with the Internal Revenue Service with respect to this Agreement. D. This Agreement means the text hereof and all Exhibits, Schedules and Amendments effected in accordance herewith. The Agreement constitutes the entire statement of agreement between the parties with regard to the subject matter hereof. There are no other understandings or agreements between the parties regarding the contracts reinsured other than as expressed in this Agreement. Any changes or additions to this Agreement must be effected by means of a written amendment that has been signed by both parties. E. Notwithstanding the termination of this Agreement as provided herein, its provisions will continue to apply hereunder to the end that all obligations and liabilities incurred by each party hereunder will be fully performed and discharged. F. If any provision of this Agreement should be rendered invalid, illegal or unenforceable, the parties will renegotiate the Agreement in good faith to cure such invalid, illegal or unenforceable provision. If such negotiations are unsuccessful to resolve the matter, then (i) such invalid, illegal or unenforceable provision will be deleted from the Agreement, (ii) to the maximum extent permitted by law, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement and (iii) this Agreement will be construed to give effect to the remaining provisions hereof to carry out its original intent. Manufacturers Life and ACE Tempest Re GEM 17 ARTICLE XVIII - NOTICES A. All notices required to be given hereunder shall be in writing and shall be deemed delivered if personally delivered, sent via reputable overnight carrier, sent via facsimile with evidence of successful transmission, or dispatched by certified or registered mail, return receipt requested, postage prepaid, addressed to the parties as follows. Chief Financial officer, US Annuities The Manufacturers Life Insurance Company (U.S.A.) 500 Boylston Street, Suite 400 Boston, MA 20116-3739 Phone: (617) 663-300 Fax: (617) 663-3889 Chief Financial officer ACE Tempest Life Reinsurance Ltd. The ACE Building, 30 Woodbourne Avenue Hamilton, HM 08 Bermuda Phone: (441) 298-9532 Fax: (441) 295-2888 B. Notice shall be deemed given on the date it is received in accordance with the foregoing. Any party may change the address to which to send notices by notifying the other party of such change of address in writing. In witness whereof, the parties hereto have caused this Agreement to be signed in duplicate on the dates indicated to be effective as of the date specified above. ACE Tempest Life Reinsurance, Ltd. Manufacturers Life Insurance Company (U.S.A.) By /s/ Ari Lindner By /s/ David Libbey ---------------------------------- ------------------------------------- Name Ari Lindner Name David Libbey Title SVP and Chief Life Officer Title VP & CFO illegible Date Dec 29, 2003 Date 12/30/03 By /s/ Huan Tseng By /s/ Robert K. Leach ---------------------------------- ------------------------------------- Name Huan Tseng Name Robert K. Leach Title AVP and Life Actuary Title Vice President Date Dec 29, 2003 Date 12/30/03 Manufacturers Life and ACE Tempest Re GEM 18 SCHEDULE A Description of Enhanced Death Benefit Rider (GEM) for CONTRACT TYPES listed in Schedule B-1 The Enhanced Death Benefit Rider is completely described in the VARIABLE ANNUITY CONTACTS or riders, referenced by form number in Schedule B-1. Manufacturers Life and ACE Tempest Re GEM 19 SCHEDULE B-1 CONTRACT TYPES Subject to this Reinsurance Agreement
Form Issue Date Number* Policy Description on or after ----------- ----------------------------------------------- ----------- VENTURE.001 Venture 7/1/2002 VENTURE.003 Venture 7/1/2002 VENTURE.005 Venture 7/1/2002 VENTURE.100 Venture III 7/1/2002 END005.02 Venture GMDB pro-rata endorsement 6/2/2003 NSEND.001 Venture Nursing Home Waiver of Surrender Charge 6/2/2003 Rider Forms* BR010.00 Annual Step GMDB 7/1/2002 BR009.00 GEM 7/1/2002 BR003.00 GRIPII 7/1/2002 BR003.02 GRIPII (JLS 10yr) 1/1/2003 BR010.03 GRIPIII 5/5/2003
* Generic forms referenced above. It is deemed to include all state variations group certificates variations, and qualified plan endorsements. Manufacturers Life and ACE Tempest Re GEM 20 SCHEDULE B-2 Investment Funds Subject to this Reinsurance Agreement Variable Funds AIM All Cap Growth Trust Aggressive Growth Trust Mid Cap Core Trust American Funds American Growth Trust American International Trust American Blue Chip Income and Growth Trust American Growth-Income Trust CGTC Diversified Bond Trust Income & Value Trust US Large Cap Trust Small Company Blend Trust Davis Advisors Financial Services Fundamental Value Deutsche Asset Management Real Estate Securities All Cap Core Trust Dynamic Growth Trust International Stock Trust Dreyfus VIF Mid Cap Stock Portfolio Socially Responsible Growth Fund Fidelity Large Cap Growth Trust Overseas Trust Strategic Opportunities Trust Franklin Emerging Small Company Trust Mercury Advisors Large Cap Value Trust INVESCO Telecommunications Trust Mid Cap Growth Trust VIF-Utilities Fund Portfolio Salomon US Government Securities Trust Strategic Bond Trust Special value Trust High Yield Trust PIMCO Global Bond Trust Total Return Trust Real Return Bond Trust Munder Internet Technologies Small Cap Opportunities Trust Manufacturers Advisor Corporation Pacific Rim Emerging Markets Trust Money Market Trust Quantitative Equity Trust Balanced Trust Quantitative Mid Cap Trust Quantitative All Cap Trust Lifestyle Conservative 280 Trust Lifestyle Moderate 460 Trust Lifestyle Balanced 640 Trust Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust International Index Trust Total Stock Market Index Trust 500 Index Trust Mid Cap Index Trust Small Cap Index Trust MFS Strategic Growth Trust Strategic Value Trust Utilities Trust Van Kampen Value Trust T Rowe Price Equity Income Trust Blue Chip Growth Trust Science & Technology Trust Small Company Value Trust Health Sciences Trust Manufacturers Life and ACE Tempest Re GEM 21 Jennison Capital Appreciation Trust SG Asset Management Principal Protection Trust A Scudder Growth and Income Portfolio Health Sciences Portfolio International Portfolio Aggressive Growth Portfolio 21st Century Growth Portfolio Capital Growth Portfolio Global Discovery Portfolio Blue Chip Portfolio Global Blue Chip Contrarian Value Government Securities Portfolio Growth Portfolio High Income Portfolio International Select Equity Fixed Income Portfolio Money Market Portfolio Small Cap Growth Portfolio Technology Growth Portfolio Total Return Portfolio Strategic Income Portfolio Real Estate Securities Portfolio Alger American Balanced Portfolio Leveraged All Cap Portfolio Credit Suisse Emerging Markets Portfolio Global Post-Venture Capital Lord Abbett Mid Cap Value Trust All Cap Value Trust UBS Global Asset Management Global Allocation Trust Putnam Global Equity Trust Mid Cap Opportunities Trust Templeton International Value Trust International Small Cap Trust Wellington Growth & Income Trust Investment Quality Bond Trust Mid Cap Stock Trust Natural Resources Trust SVS Davis Venture Value Dreman Financial Services Dreman High Return Equity Dreman Small Cap Value Eagle Focused Large Cap Growth Focus Value + Growth Index 500 INVESCO Dynamic Growth Janus Growth and Income Janus Growth Opportunities MFS Strategic Value Oak Strategic Equity Turner Mid Cap Growth FIXED FUNDS One Year Three Year Five Year Six Year Seven Year DCA Twelve Month DCA Six Month Manufacturers Life and ACE Tempest Re GEM 22 SCHEDULE C-1 Limits and Rules of the CEDING COMPANY 1. The CEDING COMPANY will determine the payment for the Enhanced Death Benefit Rider (GEM) for each VARIABLE ANNUITY CONTRACT within seven (7) working days of receipt of due proof of death and all required claim forms. 2. The CEDING COMPANY reserves the right to limit cumulative RETAIL ANNUITY PREMIUMS TO $1,000,000 per VARIABLE ANNUITY CONTRACT. 3. The minimum RETAIL ANNUITY PREMIUM for Venture is $5,000 for non-qualified contracts and $2,000 for qualified contracts, for Venture III non-qualified and qualified contracts, $10,000, and for Venture Vision non-qualified and qualified contracts, $25,000. The CEDING COMPANY reserves the right to accept policies below the minimums. 4. Valid issue ages for the Enhanced Death Benefit Rider are 0 to 85. 5. Contractholders may, at their sole discretion, elect, revoke or make changes to their contract within sixty (60) days (hereinafter known as the 60-day window) of the contract issue date. The election or termination of any optional rider within the 60-day window will be retroactive to date of issue, and will be covered under this Agreement. All reinsurance premiums and claims will be trued up accordingly. The CEDING COMPANY will identify the policies covered under the 60-day window by submitting policyholder information on a separate data form. The CEDING COMPANY does not plan to market or develop a program highlighting this 60-day window. (Note: A maximum of 15% of contracts reported in any month will be covered under the 60-day window for contracts that have passed their statutory free-look period. There will be no limit for contracts that are still within their statutory free-look period.) Manufacturers Life and ACE Tempest Re GEM 23 SCHEDULE C-2 Limits and Rules of the REINSURER 1. The REINSURER's liability cannot be increased as a result of the CEDING COMPANY's actions with respect to contested claims. 2. The REINSURER will not be liable for extracontractual damages (whether they constitute Compensatory damages, Statutory penalties, Exemplary or Punitive damages) which are awarded against the CEDING COMPANY. 3. For the purposes of Article III, paragraph B, the RETAIL ANNUITY PREMIUM limit is [*], unless extended by mutual agreement. 4. A contract where a spousal continuation occurs will continue to be subject to this Agreement, provided the Enhanced Death Benefit Rider remains in force upon such spousal continuation. 5. The CEDING COMPANY must retain a quota share of risk of at least [*] on contracts issued prior to July 1, 2003 and at least [*] on contracts issued on or after July 1, 2003. Manufacturers Life and ACE Tempest Re GEM 24 SCHEDULE D REINSURANCE PREMIUM RATE by CONTRACT TYPE The REINSURANCE PREMIUM RATEs, subject to the terms and conditions of this Agreement, are guaranteed for the REINSURANCE TERM.
CONTRACT TYPE RATE ------------- --------- Venture [*] Venture III [*]
Manufacturers Life and ACE Tempest Re GEM 25 SCHEDULE E DOLLAR CLAIM LIMIT RATE by CONTRACT TYPE The DOLLAR CLAIM LIMIT RATEs, subject to the terms and conditions of this Agreement, are guaranteed for the REINSURANCE TERM
CONTRACT TYPE RATE ------------- ----- Venture [*] Venture III [*]
Manufacturers Life and ACE Tempest Re GEM 26 SCHEDULE F REINSURER Quota Share of Risk For each INSURED LIFE with aggregate RETAIL ANNUITY PREMIUM up to $10,000,000, REINSURED ACCOUNT VALUE and REINSURED NET AMOUNT AT RISK will be equal to ACCOUNT VALUE or NET AMOUNT AT RISK times the share of risk from the table below. For each INSURED LIFE with aggregate RETAIL ANNUITY PREMIUMS in excess of $10,000,000, where the CEDING COMPANY has not received written approval to include the amount in excess of $10,000,000 in this Agreement, the following formulas apply: REINSURED ACCOUNT VALUE - ACCOUNT VALUE x ($10,000,000/RETAIL ANNUITY PREMIUMS) x Share of Risk REINSURED NET AMOUNT AT RISK - NET AMOUNT AT RISK x ($10,000,000/RETAIL ANNUITY PREMIUMS) x Share of Risk For each INSURED LIFE with aggregate RETAIL ANNUITY PREMIUMS in excess of $10,000,000, where the CEDING COMPANY has received written approval to include the amount in excess of $10,000,000 in this Agreement, REINSURED ACCOUNT VALUE and REINSURED NET AMOUNT AT RISK will be equal to ACCOUNT VALUE or NET AMOUNT AT RISK times the share of risk from the table below. CONTRACT TYPE Venture Venture III
Contract Issue Date Share of Risk ------------------- ------------- On or after EFFECTIVE DATE, but prior to 7/1/2003 [*] On or after 7/1/2003, but prior to the termination of this Agreement for new VARIABLE ANNUITY CONTRACTS [*]
Manufactures Life and ACE Tempest Re GEM 27 SCHEDULE G Reporting Format and Data Requirements MONTHLY REPORTING DATA REQUIREMENTS (PREPARED BY THE CEDING COMPANY) ACTIVE CONTRACTS ONLY: INSURED LIFE SSN Contract Identifier INSURED LIFE Indicator Joint Life Indicator INSURED LIFE Date of Birth INSURED LIFE Sex Issue Date Initial Purchase Payment Total Purchase Payments Cumulative Withdrawals Cumulative Adjusted Withdrawals and/or Base Amount Account value by subaccount GEM Benefit Type Contract Type GEM Amount Qualified Status Termination Indicator (reported in first monthly report following termination) QUARTERLY REPORTING REQUIREMENTS (PREPARED BY THE REINSURER): GAAP Surplus position Standard and Poor's Ratings ANNUAL REPORTING DATA REQUIREMENTS (PREPARED BY THE CEDING COMPANY) This includes Monthly Reporting Data Requirements as of the Date of Notification (the date that death related paperwork is submitted in full), plus the following: Date of Death Date of Notification Death Benefit Paid Death Benefit Proceeds in Excess of Account Value MONTHLY STATEMENT OF ACCOUNT (PREPARED BY THE CEDING COMPANY) (prepared for each CONTRACT TYPE and in aggregate): Calculated value of MONTHLY REINSURANCE PREMIUM Sum of all REINSURED CLAIMS incurred during the month AGGREGATE REINSURED CLAIMS and AGGREGATE DOLLAR CLAIM LIMIT as of end of month Manufactures Life and ACE Tempest Re GEM 28 SCHEDULE H Surplus Position of REINSURER U.S. GAAP Surplus for the REINSURER as of December 31, 2001: $1,654,810,000 USD Manufactures Life and ACE Tempest Re GEM 29 AMENDMENT NO. 1 to the VARIABLE ANNUITY GEM REINSURANCE AGREEMENT Effective July 1, 2002 Between THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) ("CEDING COMPANY") and ACE TEMPEST LIFE REINSURANCE LTD. ("REINSURER") Except as hereinafter specified all terms and conditions of the Variable Annuity GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply, and this Amendment is to be attached to and made part of the aforesaid Agreement. Effective May 1, 2004, this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Agreement. It is mutually agreed that: - The treatment of contracts with riders not specifically mentioned in the Agreement will be clarified, and - The subaccounts covered by this Agreement will be updated. To effect this change, the following provision of this Agreement is hereby amended: - Schedule B-1, CONTRACT TYPES Subject to this Reinsurance Agreement, is hereby replaced by the attached Schedule B-1, and - Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby replaced by the attached Schedule B-2. This amendment is effective only if fully executed on or before August 31, 2004. Manufactures Life and ACE Tempest Re GEM THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) By: /s/ Robert K. Leach Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP Product Title: VP & CFO Date: 8/2/04 Date: 8/2/2004 ACE TEMPEST LIFE REINSURANCE LTD. By: /s/ illegible Attest: /s/ Huan Tseng --------------------------------- -------------------------------- Title: SVP and Chief Life Officer Title: AVP and Life Actuary Date: July 28, 2004 Date: July 28, 2004 Manufactures Life and ACE Tempest Re GEM SCHEDULE B-1 CONTRACT TYPES subject to this Reinsurance Agreement All versions of the Variable Annuity Contracts listed below, issued on an individual or group certificate basis, in any state, which have any version of of any of the Benefit Riders listed below.
VARIABLE ANNUITY ISSUE DATE ON CONTRACT FORM VARIABLE ANNUITY CONTRACT NAME OR AFTER ---------------- ----------------------------------------------- ------------- VENTURE.001 Venture 7/1/2002 VENTURE.003 Venture 7/1/2002 VENTURE.005 Venture 7/1/2002 VENTURE.100 Venture III 7/1/2002
BENEFIT RIDER ISSUE DATE ON FORMS BENEFIT RIDER NAME OR AFTER ---------------- ----------------------------------------------- ------------- BR003.00 GRIP II 7/1/2002 BR003.02 GRIP II with 10yr J&S 1/1/2003 BR10.03 GRIP III 5/5/2003 BR009.00 GEM 7/1/2002 BR010.00 Annual Step 7/1/2002
ENDORSEMENT ISSUE DATE ON FORM DESCRIPTION OR AFTER ---------------- ----------------------------------------------- ------------- END002.02 Venture III Removes issuer option to substitute 2/25/2003 money market fund for fixed account as default investment choice END005.02 Venture Pro Rata GMDB 6/2/2003 ENDVEN03.02 Venture Fixed Account Restriction 1/02/2003 NSED.001 Venture Nursing Home Waiver of Surrender Charge 7/1/2002 END001.02 Venture Restricted Beneficiary In filling END003.02 Fixed Account Restriction 7/1/2002 ENDJH2005 Name Change to John Hancock In filling
Manufactures Life and ACE Tempest Re GEM
QUALIFIED PLAN ENDORSEMENT ISSUE DATE ON FORM DESCRIPTION OR AFTER ---------------- ----------------------------------------------- ------------- END.457.00 Deferred Compensation Plan 7/1/2002 Endorsement.001 IRA 7/1/2002 END.SIRA.97 Simple IRA 7/1/2002 END.002.97 ERISA 7/1/2002 END.003.97 Non ERISA 7/1/2002 END.004.97 401 Qualified Plans 7/1/2002 5305-RB ROTH IRA 7/1/2002 ENDRA.003 IRA In Filling ENDROTH.03 ROTH IRA In Filling ENDSIMPLE.03 Simple IRA In Filling ENDE403B.03 ERISA TSA for in force In filling ENDE403B.04 ERISA TSA for new issues In filling END401A.03 401 Qualified Plans for in force In filling END401A.04 401 Qualified Plans for new issues In filling
Manufactures Life and ACE Tempest Re GEM SCHEDULE B-2 Subaccounts Subjects to this Reinsurance Agreement Variable Funds AIM All Cap Growth Trust Aggressive Growth Trust Mid Cap Core Trust Capital Research Management Co. American Growth Trust American International Trust American Blue Chip Income and Growth Trust American Growth-Income Trust CGTC Diversified Bond Trust Income & Value Trust US Large Cap Trust Small Company Blend Trust Davis Advisor Financial Services Financial Value Deutsche Asset management Real Estate Securities All Cap Core Trust Dynamic Growth Trust International Stock Trust Lifestyle Conservative 280 Trust Lifestyle Moderate 460 Trust Lifestyle Balanced 640 Trust Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust Dreyfus VIF Mid Cap Stock Portfolio Socially Responsible Growth Fund Fidelity Large Cap Growth Trust Overseas Trust Strategic Opportunities Trust Franklin Emerging Small Company Trust Mercury Advisors Large Cap Value Trust Great Companies, LLC The Great Companies - America Trust INVESCO VIF - Utilities Fund Portfolio Salomon US Government Securities Trust Strategic Bond Trust Special Value Trust High Yield Trust PIMCO Global Bond Trust Total Return Trust Real Return Bond Trust VIT All Assets Portfolio Munder Small Cap Opportunities Trust Manufacturers Advisor Corporation Pacific Rim Trust Money Market Trust Quantitative Equity Trust Balanced Trust Quantitative Mid cap Trust Quantitative All cap Trust International Index Trust Total Stock Market Index Trust 500 Index Trust Mid cap Index Trust Small cap Index Trust Quantitative Value Trust Emerging Growth MFS Strategic Growth Trust Strategic Value Trust Utilities Trust Manufacturers Life and ACE Tempest Re GEM Van Kampen, Value Trust T. Rowe Price Equity Income Trust Blue Chip Growth Trust Science & Technology Trust Small Company Value Trust Health Sciences Trust Jenison Capital Appreciation Trust SG Asset Management Principal Protection Trust A Scudder 21st Century Growth Portfolio Capital Growth Portfolio Global Discovery Portfolio Growth and Income Portfolio Health Sciences Portfolio International Portfolio Aggressive Growth Portfolio Blue Chip Portfolio Global Blue Chip Large Cap Value Government & Agency Securities Portfolio Growth Portfolio High Income Portfolio International Select Equity Fixed Income Portfolio Money Market Portfolio Small Cap Growth Portfolio Technology Growth Portfolio Total Return Portfolio Strategic Income Portfolio Real Estate Securities Portfolio American Century Small Company Legg Mason Core Equity Pzena Investment Management Classic Value Sustainable Growth Advisors US Global Leaders Growth John Hancock Advisors Strategic Income State Street Global Advisors John Hancock VST International Index Alger American Balanced Portfolio Leveraged All Cap Portfolio Credit Suisse Emerging Markets Portfolio Global Post-Venture Capital Lord Abbett Mid Cap Value Trust All Cap Value Trust UBS Global Asset Management Global Allocation Trust Templeton International Value Trust International Small Cap Trust Global trust Wellington Growth & Income Trust Investment Quality Bond Trust Mid Cap Stock Trust Natural Resources Trust SVS Davis Venture Value Dreman Financial Services Dreman High Return Equity Dreman Small Cap Value Eagle Focused Large Cap Growth Focus Value + Growth Index 500 INVESCO Dynamic Growth Janus Growth and Income Janus Growth Opportunities MFS Strategic Value Oak Strategic Equity Tumer Mid Cap Growth Manufacturers Life and ACE Tempest Re GEM FIXED FUNDS One Year Three Year Five Year Six Year Seven Year DCA Twelve Month DCA Six Month Manufacturers Life and ACE Tempest Re GEM AMENDMENT NO. 2 to the VARIABLE ANNUITY GEM REINSURANCE AGREEMENT Effective July 1, 2002 Between THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) ("CEDING COMPANY") and ACE TEMPEST LIFE REINSURANCE LTD. ("REINSURER") Except as hereinafter specified all terms and conditions of the Variable Annuity GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply, and this Amendment is to be attached to and made part of the aforesaid Agreement. Effective August 1, 2004 this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Agreement. It is mutually agreed that: - The subaccounts covered by this Agreement will be updated. To effect this change, the following provision of this Agreement is hereby amended: - Schedule B-2, Subaccounts Subject to this Reinsurance Agreement is hereby replaced by the attached Schedule B-2. This amendment is effective only if fully executed on or before January 31, 2005. THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) By: /s/ Robert K. Leach Attest: /s/ David W. Libbey ---------------------------------- -------------------------------- Title: Vice President Title: Vice President Date: 12/22/04 Date: 12/22/2004 ACE TEMPEST LIFE REINSURANCE LTD. By: /s/ illegible Attest: /s/ Huan Tseng ---------------------------------- -------------------------------- Title: SVP and Chief Life Officer Title: VP and Life Actuary Date: Dec. 15, 2004 Date: Dec 15, 2004 Manufacturers Life and ACE Tempest Re GEM SCHEDULE B-2 Subaccounts Subject to this Reinsurance Agreement Variable Funds AIM All Cap Growth Trust Aggressive Growth Trust Mid Cap Core Trust Capital Research Management Co. American Growth Trust American International Trust American Blue Chip Income and Growth Trust American Growth-Income Trust CGTC Diversified Bond Trust Income & Value Trust US Large Cap Trust Small Company Blend Trust Davis Advisors Financial Services Fundamental Value Deutsche Asset Management Real Estate Securities All Cap Core Trust Dynamic Growth Trust International Stock Trust Lifestyle Conservative 280 Trust Lifestyle Moderate 460 Trust Lifestyle Balanced 640 Trust Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust Dreyfus VIF Mid Cap Stock Portfolio Socially Responsible Growth Fund Fidelity Large Cap Growth Trust Overseas Trust Strategic Opportunities Trust Franklin Emerging Small Company Trust Mercury Advisors Large Cap Value Trust Great Companies, LLC The Great Companies - America Trust INVESCO VIF-Utilities Fund Portfolio Salomon US Government Securities Trust Strategic Bond Trust Special Value Trust High Yield Trust PIMCO Global Bond Trust Total Return Trust Real Return Bond Trust VIT All Asset Portfolio Munder Small Cap Opportunities Trust Manufacturers Advisor Corporation Pacific Rim Trust Money Market Trust Quantitative Equity Trust Balanced Trust Quantitative Mid Cap Trust Quantitative All Cap Trust International Index Trust Total Stock Market Index Trust 500 Index Trust Mid Cap Index Trust Small Cap Index Trust Quantitative Value Trust Emerging Growth MFS Strategic Growth Trust Strategic Value Trust Utilities Trust Van Kampen Value Trust T. Rowe Price Equity Income Trust Blue Chip Growth Trust Science & Technology Trust Small Company Value Trust Health Sciences Trust Jennison Capital Appreciation Trust SG Asset Management Principal Protection Trust A Manufacturers Life and ACE Tempest Re GEM Scudder 21st Century Growth Portfolio Capital Growth Portfolio Global Discovery Portfolio Growth and Income portfolio Health Sciences Portfolio International Portfolio Aggressive Growth Portfolio Blue chip Portfolio Global Blue Chip Large Cap Value Government & Agency Securities Portfolio Growth Portfolio High Income Portfolio International Select Equity Fixed Income Portfolio Money Market Portfolio Small Cap Growth Portfolio Technology Growth Portfolio Total Return Portfolio Strategic Income Portfolio Real Estate Securities Portfolio Conservative Income Strategy Portfolio Growth & Income Strategy Portfolio Growth Strategy Portfolio Income & Growth Strategy Portfolio Mercury Large Cap Core Templeton Foreign Value American Century Small Company Legg Mason Core Equity Pzena Investment Management Classic Value Sustainable Growth Advisors US Global Leaders Growth John Hancock Advisors Strategic Income State Street Global Advisors John Hancock VST International Index Alger American Balanced Portfolio Leveraged All Cap Portfolio Credit Suisse Emerging Markets Portfolio Global Post-Venture Capital Lord Abbett Mid Cap Value Trust All Cap Value Trust UBS Global Asset Management Global Allocation Trust Templeton International Value Trust International Small Cap Trust Global Trust Wellington Growth & Income Trust Investment Quality Bond Trust Mid Cap Stock Trust Natural Resources Trust SVS Davis Venture Value Dreman Financial Services Dreman High Return Equity Dreman Small Cap Value Eagle Focused Large Cap Growth Focus Value + Growth Index 500 INVESCO Dynamic Growth Janus Growth and Income Janus Growth Opportunities MFS Strategic Value Oak Strategic Equity Turner Mid Cap Growth Manufacturers Life and ACE Tempest Re GEM FIXED FUNDS One Year Three Year Five Year Six Year Seven Year DCA Twelve Month DCA Six Month Manufacturers Life and ACE Tempest Re GEM AMENDMENT NO. 3 to the VARIABLE ANNUITY GEM REINSURANCE AGREEMENT Effective July 1, 2002 Between THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) ("CEDING COMPANY") and ACE TEMPEST LIFE REINSURANCE LTD. ("REINSURER") Except as hereinafter specified all terms and conditions of the Variable Annuity GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply, and this Amendment is to be attached to and made part of the aforesaid Agreement. Effective May 1, 2005, this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Agreement. It is mutually agreed that: - The subaccounts covered by this Agreement will be updated. To effect this change, the following provision of this Agreement is hereby amended. - Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby replaced by the attached Schedule B-2. This amendment is effective only if fully executed on or before July 31, 2005. THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ Robert K. Leach ------------------------------- --------------------------- Title: VP & CFO Title: Vice President Date: 8/1/05 Date: 8/1/05 ACE TEMPEST LIFE REINSURANCE LTD. By: /s/ illegible Attest: /s/ Huan Tseng ------------------------------- --------------------------- Title: President Title: VP and Life Actuary Date: July 7, 2005 Date: July 7, 2005 Manufacturers Life and ACE Tempest Re GEM SCHEDULE B-2 Subaccounts Subject to this Reinsurance Agreement Variable Funds AIM All Cap Growth Trust Mid Cap Core Trust V.I. Utilities Fund Portfolio Capital Research Management Co. American Growth Trust American International Trust American Blue Chip Income and Growth Trust American Growth-Income Trust CGTC Income & Value Trust US Large Cap Trust Overseas Equity Trust Davis Advisors Financial Services Fundamental Value Deutsche Asset Management Real Estate Securities All Cap Core Trust Dynamic Growth Trust International Stock Trust Lifestyle Conservative 280 Trust Lifestyle Moderate 460 Trust Lifestyle Balanced 640 Trust Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust Dreyfus VIF Mid Cap Stock Portfolio Socially Responsible Growth Fund Fidelity Large Cap Growth Trust Strategic Opportunities Trust Franklin Emerging Small Company Trust Mercury Advisors Large Cap Value Trust Salomon US Government Securities Trust Strategic Bond Trust Special Value Trust High Yield Trust PIMCO Global Bond Trust Total Return Trust Real Return Bond Trust VIT All Asset Portfolio Munder Small Cap Opportunities Trust MFC Global Investment Management Pacific Rim Trust Money Market Trust Quantitative Mid Cap Trust Quantitative All Cap Trust Total Stock Market Index Trust 500 Index Trust Mid Cap Index Trust Small Cap Index Trust Quantitative Value Trust Emerging Growth MFS Strategic Value Trust Utilities Trust Van Kampen Value Trust T. Rowe Price Equity Income Trust Blue Chip Growth Trust Science & Technology Trust Small Company Value Trust Health Sciences Trust Mid Value Trust Jennison Capital Appreciation Trust Manufacturers Life and ACE Tempest Re GEM Scudder Capital Growth Portfolio Global Discovery Portfolio Growth and Income Portfolio Health Sciences Portfolio International Portfolio Aggressive Growth Portfolio Blue Chip Portfolio Global Blue Chip Large Cap Value Government & Agency Securities Portfolio High Income Portfolio International Select Equity Fixed Income Portfolio Money Market Portfolio Small Cap Growth Portfolio Technology Growth Portfolio Total Return Portfolio Strategic Income Portfolio Real Estate Securities Portfolio Conservative Income Strategy Portfolio Growth & Income Strategy Portfolio Growth Strategy Portfolio Income & Growth Strategy Portfolio Bond Portfolio Mercury Large Cap Core Templeton Foreign Value American Century Small Company Legg Mason Core Equity Pzena Investment Management Classic Value Sustainable Growth Advisors US Global Leaders Growth John Hancock Advisors Strategic Income Declaration/John Hancock Advisors Active Bond Independence Investment Small Cap Trust Marsico Capital Management International Opportunities Trust Wells Capital Management U.S. High Yield Bond Trust Core Bond Trust State Street Global Advisors International Equity Index Trust Alger American Balanced Portfolio Leveraged All Cap Portfolio Credit Suisse Emerging Markets Portfolio Global Post-Venture Capital Lord Abbett Mid Cap Value Trust All Cap Value Trust UBS Global Asset Management Global Allocation Trust Large Cap Trust Templeton International Value Trust International Small Cap Trust Global Trust Wellington Growth & Income Trust Investment Quality Bond Trust Mid Cap Stock Trust Natural Resources Trust Small Cap Value Trust Small Cap Growth Trust SVS Davis Venture Value Dreman Financial Services Dreman High Return Equity Dreman Small Cap Value Index 500 INVESCO Dynamic Growth Janus Growth and Income Janus Growth Opportunities MFS Strategic Value Oak Strategic Equity Turner Mid Cap Growth Manufacturers Life and ACE Tempest Re GEM FIXED FUNDS One Year Three Year Five Year Six Year Seven Year DCA Twelve Month DCA Six Month Manufacturers Life and ACE Tempest Re GEM AMENDMENT NO. 4 to the VARIABLE ANNUITY GEM REINSURANCE AGREEMENT Effective July 1, 2002 Between THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) ("CEDING COMPANY") and ACE TEMPEST LIFE REINSURANCE LTD. ("REINSURER") Except as hereinafter specified all terms and conditions of the Variable Annuity GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply, and this Amendment is to be attached to and made part of the aforesaid Agreement. Effective August 1, 2005, this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Agreement. It is mutually agreed that: - The subaccounts covered by this Agreement will be updated. To effect this change, the following provision of this Agreement is hereby amended. - Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby replaced by the attached Schedule B-2. This amendment is effective only if fully executed on or before January 31, 2006. THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ A.M. Teta -------------------------------- -------------------------------- Title: VP, CFO Title: VP, Product Development Date: 1/31/06 Date: 1/31/06 ACE TEMPEST LIFE REINSURANCE LTD. By: /s/ illegible Attest: /s/ Huan Tseng -------------------------------- -------------------------------- Title: President Title: VP and Life Actuary Date: 1/4/06 Date: 1/4/06 Manufacturers Life and ACE Tempest Re GEM SCHEDULE B-2 SUBACCOUNTS SUBJECT TO THIS REINSURANCE AGREEMENT VARIABLE FUNDS AIM All Cap Growth Trust Mid Cap Core Trust V.I. Utilities Fund Portfolio Alger American Balanced Portfolio Leveraged All Cap Portfolio American Century Small Company Capital Research Management CO. American Blue Chip Income and Growth Trust American Bond Trust American Growth-Income Trust American Growth Trust American International Trust CGTC Income & Value Trust Overseas Equity Trust US Large Cap Trust Credit Suisse Emerging Markets Portfolio Global Small Cap Capital Davis Advisors Financial Services Fundamental Value Declaration/John Hancock Advisors Active Bond Deutsche Asset Management All Cap Core Trust Dynamic Growth Trust Real Estate Securities Lifestyle Conservative 280 Trust Lifestyle Moderate 460 Trust Lifestyle Balanced 640 Trust Lifestyle Growth 820 Trust Lifestyle Aggressive 1000 Trust Dreyfus VIF Mid Cap Stock Portfolio Socially Responsible Growth Fund Fidelity Large Cap Growth Trust Strategic Opportunities Trust Franklin Emerging Small Company Trust Grantham, Mayo, Van Otterloo Growth & Income Trust International Stock Trust Independence Investment Small Cap Trust Jennison Capital Appreciation Trust John Hancock Advisors Strategic Income Legg mason Core Equity Lord Abbett All Cap Value Trust Mid Cap Value Trust Marsico Capital Management International Opportunities Trust Mercary Advisors Large Cap Value Trust MFC Global Investment Management 500 Index Trust Emerging Growth Mid Cap Index Trust Money Market Trust Pacific Rim Trust Quantitative All Cap Trust Quantitative Mid Cap Trust Quantitative Value Trust Small Cap Index Trust Total Stock Market Index Trust MFS Strategic Value Trust Utilities Trust Munder Small Cap Opportunities Trust PIMCO Global Bond Trust Real Return Bond Trust Total Return Trust VIT All Asset Portfolio Manufacturers Life and ACE Tempest Re GEM Pzena Investment Management Classic Value Salomon High Yield Trust Special Value Trust Strategic Bond Trust US Government Securities Trust Scudder Blue Chip Portfolio Bond Portfolio Capital Growth Portfolio Conservative Income Strategy Portfolio Equity 500 Index Portfolio Fixed Income Portfolio Global Blue Chip Global Discovery Portfolio Government & Agency Securities Portfolio Growth and Income Portfolio Growth & Income Strategy Portfolio Growth Strategy Portfolio Health Sciences Portfolio High Income Portfolio Income & Growth Strategy Portfolio International Portfolio International Select Equity Large Cap Value Mercury Large Cap Core Mid Cap Growth Portfolio Money Market Portfolio Real Estate Securities Portfolio Salomon Aggressive Growth Portfolio Small Cap Growth Portfolio Strategic Income Portfolio Technology Growth Portfolio Templeton Foreign Value Total Return Portfolio State Street Global Advisors International Equity Index Trust Sustainable Growth Advisors US Global Leaders Growth SVS Davis Venture Value Dreman Financial Services Dreman High Return Equity Dreman Small Cap Value Janus Growth and Income Janus Growth Opportunities MFS Strategic Value Oak Strategic Equity Turner Mid Cap Growth Templeton Global Trust International Value Trust International Small Cap Trust T. Rowe Price Blue Chip Growth Trust Equity Income Trust Health Sciences Trust Mid Value Trust Science & Technology Trust Small Company Value Trust UBS Global Asset Management Global Allocation Trust Large Cap Trust Van Kampen Value Trust Wellington Investment Quality Bond Trust Mid Cap Stock Trust Natural Resources Trust Small Cap Growth Trust Small Cap Value Trust Wells Capital Management Core Bond Trust U.S. High Yield Bond Trust Manufacturers Life and ACE Tempest Re GEM FIXED FUNDS One Year Three Year Five Year Six year Seven Year DCA Twelve Month DCA Six Month Manufacturers Life and ACE Tempest Re GEM AMENDMENT NO.5 to the VARIABLE ANNUITY GEM REINSURANCE AGREEMENT Effective July 1, 2002 Between THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) ("CEDING COMPANY") and ACE TEMPEST LIFE REINSURANCE LTD. ("REINSURER") Except as hereinafter specified all terms and conditions of the Variable Annuity GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply, and this Amendment is to be attached to and made part of the aforesaid agreement. Effective May 1, 2006, this Amendment is hereby attached to and becomes a part of the above- described Reinsurance Agreement. It is mutually agreed that: - The subaccounts covered by this Agreement will be updated. To effect this change, the following provision of this Agreement is hereby amended: - Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby replaced by the attached Schedule B-2. This amendment is effective only if fully executed on or before August 31, 2006. THE MANUFACTURERS LIFE INSURANCE COMPANY(U.S.A.) By: /s/ Hugh McHaffie Attest: /s/ AM Teta -------------------------------- --------------------------------- Title: SVP Variable Annuities Title: VP, Product Development Date: 8/31/06 Date: 8/31/2006 ACE TEMPEST LIFE REINSURANCE LTD. By: /s/ Huan Tseng Attest: /s/ illegible -------------------------------- --------------------------------- Title: VP and Life Actuary Title: VP & Life Actuary Date: June 16, 2006 Date: 6/16/06 Manufacturers Life and ACE Tempest Re GEM SCHEDULE B-2 Subaccounts Subject to this Reinsurance Agreement Variable Funds AIM All Cap Growth Trust Mid Cap Core Trust V.I. Utilities Fund Portfolio Alger American Balanced Portfolio Leveraged All Cap Portfolio American Century Small Company Capital Research Management Co. American Blue Chip Income and Growth Trust American Board Trust American Growth-Income Trust American Growth Trust American International Trust CGTC Income & Value Trust Overseas Equity Trust US Large Cap Trust Credit Suisse Emerging Markets Portfolio Global Small Cap Capital Davis Advisors Financial Services Fundamental Value Deutsche Asset Management All Cap Core Trust Dynamic Growth Trust Real Estate Securities Lifestyle Conservative Trust Lifestyle Moderate Trust Lifestyle Balanced Trust Lifestyle Growth Trust Lifestyle Aggressive Trust Dreyfus VIF Mid Cap Stock Portfolio Socially Responsible Growth Fund Fidelity Strategic Opportunities Trust Gramham Mayo, Van Otterloo U.S. Core Trust International Core Trust Independence Investment Small Cap Trust Jennison Capital Appreciation Trust Legg Mason Core Equity Lord Abbett All Cap Value Trust Mid Cap Value Trust Marsico Capital Management International Opportunities Trust Mercury Advisors Large Cap Value Trust MFC Global Investment Management 500 Index Trust Index Allocation Trust Mid Cap Index Trust Money Market Trust Pacific Rim Trust Quantitative All Cap Trust Quantitative Mid Cap Trust Quantitative Value Trust Small Cap Index Trust Total Stock Market Index Trust MES Strategic Value Trust Utilities Trust Munder Small Cap Opportunities Trust PIMCO Global Bond Trust Real Return Board Trust Total Return Trust VIT All Asset Portfolio Prena Investment Management Classic Value RCM Capital Management Emerging Small Company Trust Salomon Special Value Trust Manufacturers Life and ACE Tempest Re GEM DWS Scudder DWS Blue Chip VIP DWS Bond VIP DWS Capital Growth VIP DWS Conservative Income Allocation VIP DWS Equity 500 Index VIP DWS Core Fixed Income VIP DWS Global Thematic VIP DWS Global Opportunities VIP DWS Government & Agency Securities VIP DWS Growth & Income VIP DWS Moderate Allocation VIP DWS Growth Allocation VIP DWS Health Care VIP DWS High Income VIP DWS Conservative Allocations VIP DWS International VIP DWS International Select Equity VIP DWS Large Cap Value VIP DWS Mercury Large Cap Core VIP DWS Mid Cap Growth VIP DWS Money Market VIP DWS RREEF Real Estate Securities VIP DWS Salomon Aggressive Growth VIP DWS Small Cap Growth VIP DWS Strategic Income VIP DWS Technology VIP DWS Templeton Foreign Value VIP DWS Balanced VIP Sovereign Asset Management Active Bond Emerging Growth Strategic Income State Street Global Advisors International Equity Index Trust Sustainable Growth Advisors US Global Leaders Growth DWS Variable Series DWS Davis Venture Value DWS Dreman Financial Services DWS Dreman High Return Equity DWS Dreman Small Cap Value DWS Janus Growth and Income DWS Janus Growth Opportunities DWS MFS Strategic Value DWS Oak Strategic Equity DWS Turner Mid Cap Growth Templeton Global Trust International Value Trust International Small Cap Trust T. Rowe Price Blue Chip Growth Trust Equity Income Trust Health Sciences Trust Mid Value Trust Science & Technology Trust Small Company Value Trust UBS Global Asset Management Global Allocation Trust Large Cap Trust Van Kampen Value Trust Wellington Investment Quality Bond Trust Mid Cap Stock Trust Natural Resources Trust Small Cap Growth Trust Small Cap Value Trust Wells Capital Management Core Bond Trust U.S.High Yield Bond Trust Western Asset Management High Yield Trust Strategic Bond Trust US Government Securities Trust Manufacturers Life and ACE Tempest Re GEM FIXED FUNDS One Year Three Year Five Year Six Year Seven Year DCA Twelve Month DCA Six Month Manufacturers Life and ACE Tempest Re GEM AMENDMENT NO. 6 to the VARIABLE ANNUITY GEM REINSURANCE AGREEMENT Effective July 1, 2002 Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A) ("CEDING COMPANY") and ACE TEMPEST LIFE REINSURANCE LTD. ("REINSURER") Except as hereinafter specified all terms and conditions of the Variable Annuity GEM Reinsurance Agreement effective July 1, 2002 between John Hancock Life Insurance Company (U.S.A), ("Ceding Company") and ACE Tempest Life Reinsurance Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply, and this Amendment is to be attached to and made part of the aforesaid Agreement. Effective May 1, 2007, this Amendment is hereby attached to and becomes a part of the above-described Reinsurance Agreement. It is mutually agreed that: - The subaccounts covered by this Agreement will be updated. To effect this change, the following provision of this Agreement is hereby amended: - Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby replaced by the attached Schedule B-2. This amendment is effective only if fully executed on or before January 31, 2008. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A) By: /s/ illegible Attest: /s/ A.M. Teta -------------------------------- --------------------------------- Title: illegible Tile: VP, Product Development Date: 1/31/08 Date: 1/31/08 ACE TEMPEST LIFE REINSURANCE LTD. By: /s/ Huan Tseng Attest: /s/ illegible -------------------------------- --------------------------------- Title: SVP and Chief Pricing officer Title: AVP and Life Actuary Date: 12/19/2007 Date: 12/19/2007 John Hancock Life and ACE Tempest Re GEM SCHEDULE B-2 Subaccounts Subject to this Reinsurance Agreement VARIABLE FUNDS AIM All Cap Growth Trust American Century Small Company Black Rock Investment Management Large Cap Value Trust Capital Research Management Co. American Asset Allocation Trust American Blue Chip Income and Growth Trust American Bond Trust American Global Growth Trust American Global Small Cap Trust American Global-Income Trust American Growth Trust American High-Income Bond Trust American International Trust CGTC Income & Value Trust Overseas Equity Trust US Large Cap Trust ClearBridge Advisors Special Value Trust Davis Advisors Financial Services Fundamental Value Declaration Management & Research Active Bond Trust Bond Index Trust Deutsche Asset Management All Cap Core Trust Dynamic Growth Trust Real Estate Securities Lifestyle Conservative Trust Lifestyle Moderate Trust Lifestyle Balanced Trust Lifestyle Growth Trust Lifestyle Aggressive Trust Grantham, Mayo, Van Otterloo U.S. Core Trust International Core Trust Independence Investment Small Cap Trust Jennison Capital Appreciation Trust Legg Mason Core Equity Lord Abbett All Cap Value Trust Mid Cap Value Trust Marsico Capital Management International Opportunities Trust MFC Global Investment Management 500 Index Trust Emerging Growth Trust Index Allocation Trust Mid Cap Index Trust Money Market Trust Pacific Rim Trust Quantitative All cap Trust Quantitative Mid Cap Trust Quantitative Value Trust Small Cap Index Trust Strategic Income Trust Total Stock Market Index Trust U. S. High Income Trust MFS Utilities Trust Munder Small Cap Opportunities Trust PIMCO All Asset Portfolio Global Bond Trust Real Return Bond Trust Total Return Trust Pzena Investment Management Classic Value RCM Capital Management Emerging Small Company Trust DWS Scuddder DWS Conservative Income Allocation VIP DWS Equity 500 Index VIP DWS Core Fixed Income VIP DWS Moderate Allocation VIP DWS Growth Allocation VIP John Hancock Life and ACE Tempest Re GEM State Street Global Advisors International Equity Index Trust Sustainable Growth Advisors US Global Leaders Growth Templeton Founding Allocation Trust Global Trust International Value Trust International Small Cap Trust T. Rowe Price Blue Chip Growth Trust Equity Income Trust Health Sciences Trust Mid Value Trust Science & Technology Trust Small Company Value Trust UBS Global Asset Management Global Allocation Trust Large Cap Trust Van Kampen. Value Trust Wellington Investment Quality Bond Trust Mid Cap Intersection Trust Mid Cap Stock Trust Natural Resources Trust Small Cap Growth Trust Small Cap Value Trust Wells Capital Management Core Bond Trust U.S. High Yield Bond Trust Western Asset Management High Yield Trust Strategic Bond Trust US Government Securities Trust John Hancock Life and ACE Tempest Re GEM FIXED FUNDS One Year Three Year Five Year Six Year Seven Year DCA Twelve Month DCA Six Month John Hancock Life and ACE Tempest Re GEM