cover

0000950135-09-002438.txt : 20120627 0000950135-09-002438.hdr.sgml : 20120627 20090401074211 ACCESSION NUMBER: 0000950135-09-002438 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20090401 DATE AS OF CHANGE: 20090501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT H CENTRAL INDEX KEY: 0000753892 IRS NUMBER: 222265014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-143073 FILM NUMBER: 09721287 BUSINESS ADDRESS: STREET 1: 601 CONGRESS STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-663-3000 MAIL ADDRESS: STREET 1: 601 CONGRESS STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INSURANCE CO USA SEPARATE ACCOUNT H DATE OF NAME CHANGE: 20020412 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INSURANCE CO OF NORTH AMERICA SEP ACC A DATE OF NAME CHANGE: 19971022 FORMER COMPANY: FORMER CONFORMED NAME: NASL VARIABLE ACCOUNT DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT H CENTRAL INDEX KEY: 0000753892 IRS NUMBER: 222265014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04113 FILM NUMBER: 09721288 BUSINESS ADDRESS: STREET 1: 601 CONGRESS STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-663-3000 MAIL ADDRESS: STREET 1: 601 CONGRESS STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INSURANCE CO USA SEPARATE ACCOUNT H DATE OF NAME CHANGE: 20020412 FORMER COMPANY: FORMER CONFORMED NAME: MANUFACTURERS LIFE INSURANCE CO OF NORTH AMERICA SEP ACC A DATE OF NAME CHANGE: 19971022 FORMER COMPANY: FORMER CONFORMED NAME: NASL VARIABLE ACCOUNT DATE OF NAME CHANGE: 19920703

0000753892 S000002858 JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT H

C000051221 AnnuityNote A Share

485APOS 1 b74813a1e485apos.txt JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H As filed with the Securities and Exchange Commission on April 1, 2009 Registration No. 333-143073 811-4113 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 3 and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 75 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H (formerly, The Manufacturers Life Insurance Company (U.S.A.) Separate Account H) (Exact name of Registrant) JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) (Name of Depositor) 38500 Woodward Avenue Bloomfield Hills, Michigan 48304 (Address of Depositor's Principal Executive Offices) (617) 663-3000 (Depositor's Telephone Number Including Area Code) Thomas J. Loftus, Esquire John Hancock Life Insurance Company (U.S.A.) 601 Congress Street Boston, MA 02210-2805 (Name and Address of Agent for Service) Copy to: Stephen E. Roth Sutherland, Asbill & Brennan, LLP 1275 Pennsylvania Avenue, NW Washington, DC 20004-2415 Title of Securities Being Registered: Variable Annuity Insurance Contracts It is proposed that this filing will become effective: [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [ ] on _________ pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [X] On May 1, 2009 pursuant to paragraph (a)(1) of Rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment PART A INFORMATION REQUIRED IN A PROSPECTUS (AnnuityNote Variable Annuity) (currently issued contracts) Prospectus dated May 1, 2009 [JOHN HANCOCK LOGO] AnnuityNote Variable Annuity This Prospectus describes interests in AnnuityNote modified single Purchase Payment individual deferred Variable Annuity contracts (singly, a "Contract" and collectively, the "Contracts") issued by JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) ("John Hancock USA") in all jurisdictions except New York, or by JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK ("John Hancock New York") in New York. The Contract is available with a front-end sales charge (the "A Share Contract") or, for eligible purchasers, with no front-end sales charge (the "NAV Contract"). Unless otherwise specified, "we," "us," "our," or a "Company" refers to the applicable issuing Company of a Contract. You, the Contract Owner, should refer to the first page of your AnnuityNote Variable Annuity Contract for the name of your issuing Company. VARIABLE INVESTMENT OPTION. Your Purchase Payment is allocated to the Contract's Variable Investment Option. We will measure your Contract Value and Annuity payments according to the investment performance of the applicable Sub-Account of JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H or, in the case of John Hancock New York, the applicable Sub-Account of JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK SEPARATE ACCOUNT A (singly, a "Separate Account" and collectively, the "Separate Accounts"). The Sub-Account invests in the following Portfolio of John Hancock Trust that corresponds to the Variable Investment Option that we make available on the date of this Prospectus. Currently, we offer the following Variable Investment Option; we show the Portfolio's manager (i.e., subadviser) in bold above the name of the Portfolio: MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED Core Strategy Trust CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED, GUARANTEED OR ENDORSED BY, ANY BANK, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. IT CONTAINS INFORMATION ABOUT THE SEPARATE ACCOUNTS AND THE VARIABLE INVESTMENT OPTION THAT YOU SHOULD KNOW BEFORE INVESTING. THE CONTRACTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). NEITHER THE SEC NOR ANY STATE HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of Contents I. GLOSSARY OF SPECIAL TERMS.................................................... 1 II. OVERVIEW.................................................................... 3 III. FEE TABLES................................................................. 6 EXAMPLES..................................................................... 6 IV. GENERAL INFORMATION ABOUT US, THE SEPARATE ACCOUNTS AND THE PORTFOLIO ...... 8 THE COMPANIES................................................................ 8 THE SEPARATE ACCOUNTS........................................................ 8 THE PORTFOLIO................................................................ 9 Transfers Among Investment Options......................................... 10 VOTING INTEREST.............................................................. 11 V. DESCRIPTION OF THE CONTRACT.................................................. 12 ELIGIBLE PLANS............................................................... 12 CONTRACT PROVISIONS APPLICABLE PRIOR TO THE MATURITY DATE .................................................. 12 Purchase Payment........................................................... 12 Accumulation Units......................................................... 12 Value of Accumulation Units................................................ 13 Net Investment Factor...................................................... 13 Telephone and Electronic Services.......................................... 13 Withdrawals................................................................ 14 Death Benefit Prior to the Maturity Date................................... 15 CONTRACT PROVISIONS APPLICABLE AFTER THE MATURITY DATE....................... 16 General.................................................................... 16 OTHER CONTRACT PROVISIONS.................................................... 17 Right to Review............................................................ 17 Ownership.................................................................. 17 Annuitant.................................................................. 17 Beneficiary................................................................ 18 Modification............................................................... 18 Our Approval............................................................... 18 Misstatement and Proof of Age or Survival.................................. 18 VI. CHARGES AND DEDUCTIONS...................................................... 19 FRONT-END SALES CHARGES...................................................... 19 PREMIUM TAXES................................................................ 20 VII. FEDERAL TAX MATTERS........................................................ 21 Undistributed Gains........................................................ 21 Taxation of Annuity Payments............................................... 21 Surrenders, Withdrawals and Death Benefits................................. 22 Taxation of Death Benefit Proceeds......................................... 22 Penalty Tax on Premature Distributions..................................... 22 Puerto Rico Nonqualified Contracts......................................... 23 Diversification Requirements............................................... 23 Required Minimum Distributions............................................. 24 Temporary Waiver of RMDs for 2009.......................................... 24 Rollovers and Transfers.................................................... 25 Exchanges of Annuity Contracts............................................. 26 VIII. GENERAL MATTERS........................................................... 27 Standard Compensation...................................................... 27 Revenue Sharing and Additional Compensation................................ 27 Differential Compensation.................................................. 28 Financial Statements....................................................... 29

I. Glossary Of Special Terms The following terms as used in this Prospectus have the indicated meanings. ANNUITANT: Any natural person to whom annuity payments are made and whose life is used to determine the duration of annuity payments involving life contingencies. The Annuitant must be the Contract Owner unless the Owner is not a natural person. The Annuitant is as designated on the Contract specification page and in the application. The Annuitant becomes the Owner of the Contract if the Contract is annuitized after the Maturity Date. ANNUITIES SERVICE CENTER: The mailing address of our service office is listed on the first page of this Prospectus. You can send overnight mail to us at 164 Corporate Drive, Portsmouth, New Hampshire 03801-6815. BENEFICIARY: The person, persons or entity entitled to the death benefit under the Contract upon the death of a Contract Owner or, in certain circumstances, an Annuitant. The Beneficiary is as specified in the application, unless changed. BUSINESS DAY: Any day on which the New York Stock Exchange is open for business. CODE: The Internal Revenue Code of 1986, as amended. COMPANY: John Hancock USA or John Hancock New York. CONTINGENT BENEFICIARY: The person, persons or entity to become the Beneficiary if the Beneficiary is not alive. The Contingent Beneficiary is as specified in the application, unless changed. CONTRACTS: The Variable Annuity contracts offered by this Prospectus. The Contracts are available with a front-end sales charge ("A Share Contracts") or, for eligible purchasers, with no front-end sales charge ("NAV Contracts"). The term "Contract" or "Contracts" refers to both types of Contract unless we refer specifically to the A Share or NAV Contract. CONTRACT ANNIVERSARY: The anniversary of the Contract Date. CONTRACT DATE: The date of issue of the Contract. CONTRACT VALUE: The total Investment Account values attributable to the Contract. CONTRACT YEAR: The period of twelve consecutive months beginning on the date as of which the Contract is issued, or on any anniversary of that date. GENERAL ACCOUNT: All of a Company's assets, other than assets in its Separate Account and any other separate accounts it may maintain. INVESTMENT ACCOUNT: An account we establish for you which represents your interests in the Contract's Investment Option. INVESTMENT OPTION: The investment Portfolio available to Contract Owners. JOHN HANCOCK NEW YORK: John Hancock Life Insurance Company of New York. JOHN HANCOCK USA: John Hancock Life Insurance Company (U.S.A.). LIFETIME INCOME AMOUNT: The guaranteed withdrawal amount we pay to you under the Contract, calculated annually and paid monthly, beginning on your 5th Contract Anniversary. MATURITY DATE: The latest date on which we may begin to make annuity payments to the Annuitant. The Maturity Date is the date specified on the Contract specifications page, unless changed. NET PURCHASE PAYMENT: A Purchase Payment less any applicable front-end sales charge or premium tax. 1 NONQUALIFIED CONTRACT: A Contract which is not issued under a Qualified Plan. OWNER OR CONTRACT OWNER ("YOU"): The person, persons (co-Owner) or entity entitled to all of the ownership rights under the Contract. References in this Prospectus to Contract Owners are typically by use of "you." The Owner has the legal right to make all changes in contractual designations where specifically permitted by the Contract. The Owner is as specified in the application, unless changed. If the Owner is a natural person, he or she is also the Annuitant. In the case of a non-natural Owner, the Annuitant becomes the Owner of the Contract after the Maturity Date. PORTFOLIO: A series of a registered open-end management investment company which corresponds to your Variable Investment Option. PROSPECTUS: This Prospectus that describes interests in the Contracts. PURCHASE PAYMENT: An amount you pay to us for the benefits provided by the Contracts. Purchase Payment (as opposed to "Net Purchase Payment") is the gross payment amount, and does not reflect reductions for any applicable front-end sales charge or premium tax. QUALIFIED CONTRACT: A Contract issued under a Qualified Plan. QUALIFIED PLAN: A retirement plan that receives favorable tax treatment under Section 401, 403, 408 (IRAs), 408A (Roth IRAs) or 457 of the Code. SEPARATE ACCOUNT: John Hancock Life Insurance Company (U.S.A.) Separate Account H or John Hancock Life Insurance Company of New York Separate Account A, as applicable. A separate account is a segregated asset account of a company that is not commingled with the general assets and obligations of the company. SUB-ACCOUNT: A Sub-Account of a Separate Account. Each Sub-Account invests in shares of a specific Portfolio. VARIABLE ANNUITY: A Contract that provides future payments to an Annuitant, the size of which depends on the performance of one or more specified Sub-Accounts. VARIABLE INVESTMENT OPTION: An Investment Option corresponding to a Sub-Account of a Separate Account that invests in shares of a specific Portfolio. 2 II. Overview This overview tells you some key points you should know about the Contracts. Because this is an overview, it does not contain all the information that may be important to you. You should read carefully this entire Prospectus, including its Appendices, your Contract and the Statement of Additional Information for more detailed information. Insurance laws and regulations apply to us in every state in which our Contracts are sold. As a result, various terms and conditions of your Contract may vary from the terms and conditions described in this Prospectus, depending upon where you purchase a Contract. These variations will be reflected in your Contract or in a Rider attached to your Contract. In general, John Hancock USA may issue the Contract in any jurisdiction except New York. John Hancock New York issues the Contract only in New York. Each Company sponsors its own Separate Account. WHAT KIND OF CONTRACTS ARE DESCRIBED IN THIS PROSPECTUS? Your Contract is a modified single Purchase Payment individual deferred Variable Annuity Contract between you and a Company. "Deferred" means payments by a Company begin on a future date under the Contract. "Variable" means your investment amounts in the Contract may increase or decrease in value daily based upon the value of your underlying investment Portfolio. The Contract provides for the accumulation of your investment amounts, and the election of a guaranteed lifetime withdrawal benefit or the payment of fixed annuity benefits. You (or the Annuitant in the case of a non-natural Owner) must be between the ages of 55 and 75 to purchase a Contract. An Annuity Income Note Contract is not a promissory note, bond, debenture, evidence of indebtedness or, in general, any interest or instrument commonly known as a "bond." The Contracts and Investment Options are not bank deposits, are not federally insured, are not guaranteed or endorsed by any bank, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency. Further, the Contracts are not guaranteed to achieve their goals and are subject to risks, including loss of the amount invested. HOW CAN I INVEST MONEY IN THE CONTRACTS? We use the term Purchase Payment to refer to the investments you make in the Contract. Under each of the Contracts, you may make Purchase Payments to a Company, generally for up to nine months after the Contract Date. We will not accept subsequent Purchase Payments after that date. The required minimum amount to purchase a Contract is $25,000. Your Net Purchase Payments are allocated to the Core Strategy Investment Option. We may offer additional Investment Options in the future, and in that case you may transfer among the Investment Options subject to our rules restricting transfers (see "IV. General Information About Us, the Separate Accounts and the Portfolio - Transfers Among Investment Options"). WHAT ARE SOME BENEFITS OF THE CONTRACTS? The Contracts offer access to a diversified Portfolio advised by an expert money manager, a guaranteed income option, guaranteed annuity payments, a death benefit, and tax-deferred treatment of earnings. LIFETIME INCOME AMOUNT. We designed the Contract to make an annual Lifetime Income Amount available, in automatic monthly installments, starting on the 5th Contract Anniversary and continuing for the life of the Annuitant. Generally, the Lifetime Income Amount equals 5% of the greater of your total Purchase Payment or the Contract Value on the 5th Anniversary. We provide the Lifetime Income Amount to you as automatic withdrawals, unless you request otherwise (see "Unscheduled Withdrawals" below, as well as "V. Description of the Contract"). THE CONTRACT IS DESIGNED PRIMARILY TO OFFER GUARANTEED INCOME THROUGH AUTOMATED LIFETIME INCOME AMOUNT WITHDRAWALS. IF YOU DO NOT PLAN TO TAKE LIFETIME INCOME AMOUNT WITHDRAWALS, YOU AND YOUR REGISTERED REPRESENTATIVE SHOULD CAREFULLY CONSIDER WHETHER ANOTHER ANNUITY CONTRACT OR TYPE OF INVESTMENT MIGHT BE PREFERABLE, AND WHETHER THE FEATURES AND BENEFITS PROVIDED UNDER THE CONTRACT, INCLUDING ITS FAVORABLE TAX-DEFERRAL BENEFITS, INVESTMENT OPTION, DEATH BENEFIT AND OTHER BENEFITS ARE SUITABLE FOR YOUR NEEDS AND OBJECTIVES AND ARE APPROPRIATE IN LIGHT OF THE EXPENSE. UNSCHEDULED WITHDRAWALS. You may withdraw all or a portion of your Contract Value at any time prior to the Maturity Date. If you elect to take any withdrawals prior to your 5th Anniversary, the Lifetime Income Amount as described above will no longer be 3 available, and your Lifetime Income Amount will be equal to 5% of your Contract Value on your 5th Contract Anniversary. If you elect to take any unscheduled withdrawals after your 5th Anniversary, we will suspend the automatic withdrawal of your Lifetime Income Amount. We will reestablish the Lifetime Income Amount as the lesser of the original Lifetime Income Amount and 5% of the Contract Value after the unscheduled withdrawal. We will resume automatic withdrawals upon your request in a form acceptable to us. ANNUITIZATION. If you choose to annuitize your Contract instead of taking the Lifetime Income Amount, we also offer an annuity payment option. The monthly annuity payments available under the Contract will be fixed in amount, and calculated as of the date you elect but no later than the Maturity Date (see "V. Description of the Contract - Contract Provisions Applicable After the Maturity Date" ). You select the Maturity Date. Annuity payments are made to the Annuitant. DEATH BENEFIT. We will pay a death benefit to your Beneficiary if you die before the Contract's Maturity Date, which is described in "Death Benefit Prior to Maturity Date" in "V. Description of the Contract." The annuity payment option also includes a lump-sum payment of any remaining Contract Value upon the death of the Annuitant. TAX-DEFERRED EARNINGS. In most cases, no income tax will have to be paid on your earnings under the Contract until these earnings are paid out. WHEN YOU PURCHASE A CONTRACT FOR ANY TAX-QUALIFIED RETIREMENT PLAN, INCLUDING AN IRA, THE CONTRACT DOES NOT PROVIDE ANY ADDITIONAL TAX DEFERRED TREATMENT OF EARNINGS BEYOND THE TREATMENT PROVIDED BY THE PLAN. CONSEQUENTLY, YOU SHOULD PURCHASE A CONTRACT FOR AN IRA ONLY ON THE BASIS OF OTHER BENEFITS OFFERED BY THE CONTRACT. THESE BENEFITS MAY INCLUDE LIFETIME INCOME PAYMENTS, PROTECTION THROUGH LIVING AND DEATH BENEFITS, AND GUARANTEED FEES. VARIABLE INVESTMENT OPTION. Currently, your Contract offers one Variable Investment Option, and does not offer a Fixed Investment Option. The Variable Investment Option is a Sub-Account of a Separate Account that invests in a corresponding Portfolio. The Portfolio prospectus is attached to this Prospectus, and it contains a full description of the Portfolio. The amount you invest in the Variable Investment Option will increase or decrease prior to the Maturity Date based upon the investment performance of the corresponding Portfolio (reduced by certain charges we deduct - see "III. Fee Tables"). YOU BEAR THE INVESTMENT RISK THAT YOUR CONTRACT VALUE WILL INCREASE OR DECREASE TO REFLECT THE INVESTMENT RESULTS OF THE CONTRACT'S SINGLE INVESTMENT PORTFOLIO. ALTHOUGH THE PORTFOLIO INVESTS IN OTHER UNDERLYING FUNDS, YOU WILL NOT HAVE THE ABILITY TO MAKE THE INVESTMENT DECISIONS. IF YOU WOULD PREFER TO ACTIVELY MANAGE THE SELECTION OF UNDERLYING FUNDS, YOU (AND YOUR FINANCIAL ADVISER) SHOULD CAREFULLY CONSIDER THE FEATURES OF OTHER VARIABLE ANNUITY CONTRACTS, OFFERED BY US OR BY OTHER LIFE INSURANCE COMPANIES, BEFORE PURCHASING A CONTRACT. TRANSFERS AMONG INVESTMENT OPTIONS. Although we currently offer only a single Variable Investment Option, we may offer additional Investment Options in the future, and we reserve the right, subject to compliance with applicable law, to add, eliminate, combine, or transfer the assets of addition Variable Investment Options that we, or an affiliated company, may establish. If so, we will permit you to transfer your investment amounts among Investment Options, both before and after the Maturity Date, subject to certain restrictions we will describe in the Prospectus at that time (see "IV. General Information About Us, the Separate Accounts and the Portfolio - Transfers Among Investment Options"). WHAT CHARGES DO I PAY UNDER MY CONTRACT? The A Share Contract has a front-end sales charge, which we deduct from each Purchase Payment before it is invested in the Investment Option. Your broker-dealer (and/or an investment adviser retained by you or related to the broker dealer) may impose additional fees on your account. We recommend that you contact your broker-dealer or investment adviser to see if any such additional fees apply to you. In that case, the NAV Contract, which has no front-end sales charge, may be available to you (see "V. Description of the Contracts - Availability"). We also make deductions for any applicable taxes based on the amount of a Purchase Payment. The amount of the A Share Contract sales charge is listed in "III. Fee Tables," and applicable taxes on Purchase Payments are set forth in "VI. Charges & Deductions - Premium Taxes." Your Contract has asset-based charges to compensate us primarily for our administrative expenses and the mortality and expense risks that we assume under the Contract. We take the deduction from your Variable Investment Option. See "III. Fee Tables." 4 WHAT ARE THE TAX CONSEQUENCES OF OWNING A CONTRACT? In most cases, no income tax will have to be paid on amounts you earn under a Contract until these earnings are paid out. All or part of the following distributions from a Contract may constitute a taxable payout of earnings: - full or partial withdrawals (including surrenders and systematic withdrawals); - payment of any death benefit proceeds; and - periodic payments under one of our annuity payment options. How much you will be taxed on distribution is based upon complex tax rules and depends on matters such as: - the type of the distribution; - when the distribution is made; - the nature of any Qualified Plan for which the Contract is being used; and - the circumstances under which the payments are made. If your Contract is issued in connection with an IRA, all or part of your Purchase Payments may be tax-deductible. Special 10% tax penalties apply in many cases to the taxable portion of any distributions taken from a Contract before you reach age 59 1/2. Also, most IRAs require that distributions from a Contract commence and/or be completed by a certain period of time. This effectively limits the period of time during which you can continue to derive tax deferral benefits from any tax-deductible Purchase Payments you paid or on any earnings under the Contract. IF YOU ARE PURCHASING THE CONTRACT AS AN IRA OR AS AN INVESTMENT VEHICLE FOR AN IRA, YOU SHOULD CONSIDER THAT THE CONTRACT DOES NOT PROVIDE ANY ADDITIONAL TAX-DEFERRAL BENEFITS BEYOND THE TREATMENT PROVIDED BY THE IRA ITSELF. THE FAVORABLE TAX-DEFERRAL BENEFITS AVAILABLE FOR IRA OWNERS THAT INVEST IN ANNUITY CONTRACTS ARE ALSO GENERALLY AVAILABLE IF THE IRA OWNERS PURCHASE OTHER TYPES OF INVESTMENTS, SUCH AS MUTUAL FUNDS, EQUITIES AND DEBT INSTRUMENTS. HOWEVER, THE CONTRACT OFFERS FEATURES AND BENEFITS THAT OTHER INVESTMENTS MAY NOT OFFER. YOU AND YOUR REGISTERED REPRESENTATIVE SHOULD CAREFULLY CONSIDER WHETHER THE FEATURES AND BENEFITS, INCLUDING THE INVESTMENT OPTION AND PROTECTION THROUGH LIVING GUARANTEES, A DEATH BENEFIT AND OTHER BENEFITS PROVIDED UNDER AN ANNUITY CONTRACT ISSUED AS AN IRA OR IN CONNECTION WITH AN IRA ARE SUITABLE FOR YOUR NEEDS AND OBJECTIVES AND ARE APPROPRIATE IN LIGHT OF THE EXPENSE. We provide additional information on taxes in "VII. Federal Tax Matters." We make no attempt to provide more than general information about use of the Contract with the various types of retirement plans. Purchasers of Contracts for use with any retirement plan should consult with their legal counsel and tax adviser regarding the suitability of the Contract. CAN I RETURN MY CONTRACT? In most cases, you have the right to cancel your Contract within 10 days (or longer in some states) after you receive it. In most states, you will receive a refund equal to the Contract Value on the date of cancellation, which may be increased by any sales charges and charges for premium taxes deducted by us to that date. In some states, or if your Contract is issued as an IRA, you will receive a refund of any Purchase Payments (including sales charges and any charges for premium taxes) you made if that amount is higher than the Contract Value (again, increased by any charges for premium taxes). The date of cancellation is the date we receive the Contract. WILL I RECEIVE A CONFIRMATION STATEMENT? We will send you a confirmation statement for certain transactions in your Investment Accounts. You should carefully review these statements to verify their accuracy. You should immediately report any mistakes to our Annuities Service Center (at the address or phone number shown on the cover of this Prospectus). If you fail to notify our Annuities Service Center of any mistake within 60 days of the mailing of the confirmation statement, you will be deemed to have ratified the transaction. 5 III. Fee Tables The following tables describe the fees and expenses applicable to buying, owning and surrendering a Contract. These fees are more completely described in this Prospectus under "VI. Charges and Deductions." The items listed under "Total Annual Portfolio Operating Expenses" are described in detail in the attached Portfolio prospectus. Unless otherwise shown, the tables below show the maximum fees and expenses. THE FOLLOWING TABLE DESCRIBES FEES AND EXPENSES THAT YOU PAY PERIODICALLY DURING THE TIME THAT YOU OWN THE CONTRACT. THIS TABLE DOES NOT INCLUDE ANNUAL PORTFOLIO OPERATING EXPENSES. STATE PREMIUM TAXES MAY ALSO BE DEDUCTED. CONTRACT OWNER TRANSACTION EXPENSES(1) JOHN HANCOCK USA JOHN HANCOCK NEW YORK ~~A SHARE CONTRACT SALES CHARGE (as a percentage of Purchase Payments) 3.00%~~

(1) State premium taxes may also apply to your Contract, which currently range from 0.04% to 4.00% of each Purchase Payment (See "VII. Charges and Deductions - Premium Taxes"). PERIODIC FEES AND EXPENSES OTHER THAN PORTFOLIO EXPENSES
ANNUITYNOTE CONTRACTS ~~ANNUAL SEPARATE ACCOUNT ASSET-BASED CHARGE(1) 1.20%~~
(1) The Annual Separate Account Asset-Based Charge is to compensate us for administration, distribution and mortality and expense risks (see "VI. Charges and Deductions - Asset-Based Charges." THE NEXT TABLE DESCRIBES THE TOTAL OPERATING EXPENSES CHARGED BY THE CORE STRATEGY PORTFOLIO THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT YOU OWN THE CONTRACT. MORE DETAIL CONCERNING THE PORTFOLIO'S FEES AND EXPENSES IS CONTAINED IN THE ATTACHED PORTFOLIO'S PROSPECTUS. TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES - CORE STRATEGY TRUST Expenses that are deducted from Portfolio assets, including management fees, Rule 12b-1 fees, and other expenses 0.54%

EXAMPLES We provide the following example that is intended to help you compare the costs of investing in a Contract with the costs of investing in other variable annuity contracts. These costs include Separate Account annual expenses and Portfolio fees and expenses. The following example assumes that you invest $10,000 in an A Share Contract. This example also assumes that your investment has a 5% return each year. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
ANNUITYNOTE A SHARE CONTRACT 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- If you surrender the Contract at the end of the applicable time period: $471 $820 $ 1,191 $ 2,228 If you annuitize, or do not surrender the Contract at the end of the applicable time period: $471 $820 $ 1,191 $ 2,228
6 THE FOLLOWING TABLE DESCRIBES THE OPERATING EXPENSES FOR THE CORE STRATEGY PORTFOLIO, AS A PERCENTAGE OF THE PORTFOLIO'S AVERAGE NET ASSETS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008, EXCEPT AS STATED BELOW IN THE NOTES THAT FOLLOW THE TABLES. MORE DETAIL CONCERNING THE PORTFOLIO'S FEES AND EXPENSES IS CONTAINED IN THE ATTACHED PORTFOLIO'S PROSPECTUS AND IN THE NOTES FOLLOWING THE TABLE.
ACQUIRED PORTFOLIO FEES TOTAL CONTRACTUAL NET MANAGEMENT 12B-1 OTHER AND OPERATING EXPENSE OPERATING FEES FEES EXPENSES EXPENSES EXPENSES(1) REIMBURSEMENT EXPENSES ---------- ----- -------- -------------- --------- ------------- --------- ~~JOHN HANCOCK TRUST CORE STRATEGY (SERIES NAV)(2),(3),(4): 0.05% 0.00% 0.05% 0.52% 0.62% -0.08% 0.54%~~
NOTES TO PORTFOLIO EXPENSE TABLE (1) The "Total Operating Expenses" include fees and expenses incurred indirectly by the Portfolio as a result of its investment in other investment companies ("Acquired Portfolio Fees and Expenses"). The Total Operating Expenses shown may not correlate to the Portfolio's ratio of expenses to average net assets shown in the "Financial Highlights" section of the underlying fund's prospectus, which does not include Acquired Portfolio Fees and Expenses. Acquired Portfolio Fees and Expenses are based on the estimated indirect net expenses associated with the Portfolio's investment in the underlying funds. (2) Effective January 1, 2009, the adviser may recapture operating expenses reimbursed or fees waived under previous expense limitation or waiver arrangements and made subsequent to January 1, 2009, for a period of three years following the beginning of the month in which such reimbursement or waivers occurred. (3) Expenses are based on estimates of expenses expected to be incurred over the next year because the portfolio has not started operations or has operations of less than six months as of December 31, 2008. (4) The Adviser has contractually agreed to reimburse Expenses of the Portfolio that exceed 0.02% of the average annual net assets of the Portfolio. Expenses includes all expenses of the Portfolio except Rule 12b-1 fees, underlying fund expenses, class specific expenses such as blue sky and transfer agency fees, portfolio brokerage, interest, and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of business. This reimbursement may be terminated any time after May 1, 2010. LOCATION OF FINANCIAL STATEMENTS. Our financial statements and those of our respective Separate Account may be found in the Statement of Additional Information (see "IX. General Matters - Statements of Additional Information"). 7 IV. General Information About Us, The Separate Accounts And The Portfolio THE COMPANIES ================================================================================ We are subsidiaries of Manulife Financial Corporation. ================================================================================ Your Contract is issued by either John Hancock USA or John Hancock New York. Please refer to your Contract to determine which Company issued your Contract. John Hancock USA 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 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 New York 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 New York 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 Separate Accounts or their Sub-Accounts, or the Trust or its Portfolios. 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 which recommend the Company or the Contracts. We may also occasionally include in advertisements comparisons of performance information for a Variable Account to: - other variable annuity separate accounts, mutual funds, or investment products tracked by research firms, rating services, companies, publications, or persons who rank separate accounts or investment products on overall performance or other criteria; - the Consumer Price Index, to assess the real rate of return from buying a Contract by taking inflation into consideration; - various indices that are unmanaged; - currently taxable and tax deferred investment programs, based on selected tax brackets. Our advertisements may also include discussions of alternative investment vehicles and general economic conditions. To the extent that the Company is required to pay you amounts in addition to your Contract Value under the Contract, such amounts will come from the Company's general account assets. You should be aware that the general account is comprised of securities and other investments, the value of which may decline during periods of adverse market conditions. The Company's financial statements contained in the Statement of Additional Information include a further discussion of risks inherent within the Company's general account investments. THE SEPARATE ACCOUNTS You do not invest directly in the Portfolio(s) made available under the Contracts. When your Contract Value is allocated to the Variable Investment Option, we will purchase shares of the corresponding Portfolio through one of our Separate Accounts. We hold the Portfolio's shares in a "Sub-Account" (usually with a name similar to that of the corresponding Portfolio) of the applicable Separate Account. A Separate Account's assets (including the Portfolio's shares) belong to the Company that maintains that Separate Account. ================================================================================ We use our Separate Accounts to support the Variable Investment Option. ================================================================================ 8 For Contracts issued by John Hancock USA, we purchase and hold Portfolio shares in John Hancock Life Insurance Company (U.S.A.) Separate Account H. John Hancock USA became the owner of this Separate Account in a merger transaction with The Manufacturers Life Insurance Company of North America ("Manulife North America") on January 1, 2002. Manulife North America initially established Separate Account H on August 24, 1984 as a separate account under the laws of Delaware. When Manulife North America merged with John Hancock USA, John Hancock USA became the owner of Separate Account H and reestablished it as a Separate Account under the laws of Michigan. As a result of this merger, John Hancock USA became the owner of all of Manulife North America's assets, including the assets of Separate Account H, and assumed all of Manulife North America's obligations including those under its contracts. The merger had no other effects on the terms and conditions of contracts issued prior to January 1, 2002. For Contracts issued by John Hancock New York, we purchase and hold Portfolio shares in John Hancock Life Insurance Company of New York Separate Account A. John Hancock New York established this Separate Account on March 4, 1992 as a separate account under the laws of New York. The income, gains and losses, whether or not realized, from assets of a Separate Account are credited to or charged against that Separate Account without regard to a Company's other income, gains, or losses. Nevertheless, all obligations arising under a Company's Contracts are general corporate obligations of that Company. Assets of a Separate Account may not be charged with liabilities arising out of any of the respective Company's other business. We reserve the right, subject to compliance with applicable law, to add other Sub-Accounts, eliminate existing Sub-Accounts, combine Sub-Accounts or transfer assets in one Sub-Account to another Sub-Account that we, or an affiliated company, may establish. We will not eliminate existing Sub-Accounts or combine Sub-Accounts without the prior approval of the appropriate state or federal regulatory authorities. We registered the Separate Accounts with the SEC under the Investment Company Act of 1940, as amended (the "1940 Act") as unit investment trusts. Registration under the 1940 Act does not involve supervision by the SEC of the management or investment policies or practices of the Separate Accounts. If a Company determines that it would be in the best interests of persons having voting rights under the Contracts it issues, that Company's Separate Account may be operated as a management investment company under the 1940 Act or it may be deregistered if 1940 Act registration were no longer required. THE PORTFOLIO We invest your money in the Core Strategy Sub-Account of our Separate Account and it invests in shares of a corresponding Portfolio of John Hancock Trust. THE PORTFOLIO IN THE SEPARATE ACCOUNT IS NOT A PUBLICLY TRADED MUTUAL FUND. The Core Strategy Portfolio is only available to you as an Investment Option in the Contracts or, in some cases, through other variable annuity contracts or variable life insurance policies issued by us or by other life insurance companies. In some cases, the Portfolio also may be available through participation in certain qualified pension or retirement plans. Investment Management The Portfolio's investment adviser and managers (i.e. subadvisers) may manage publicly traded mutual funds with similar names and investment objectives. However, the Portfolio is NOT directly related to any publicly traded mutual fund. You should not compare the performance of the Portfolio described in this Prospectus with the performance of a publicly traded mutual fund. THE PERFORMANCE OF ANY PUBLICLY TRADED MUTUAL FUND COULD DIFFER SUBSTANTIALLY FROM THAT OF THE PORTFOLIO HELD IN OUR SEPARATE ACCOUNT. The John Hancock Trust is a so-called "series" type mutual fund and is registered under the 1940 Act as an open-end management investment company. John Hancock Investment Management Services, LLC ("JHIMS LLC") provides investment advisory services to the John Hancock Trust and receives investment management fees for doing so. JHIMS LLC pays a portion of its investment management fees to other firms that manage the John Hancock Trust's Portfolios. JHIMS LLC is our affiliate and we indirectly benefit from any investment management fees JHIMS LLC retains. The John Hancock Trust has obtained an order from the SEC permitting JHIMS LLC, subject to approval by the Board of Trustees, to change a Subadviser for a Portfolio or the fees paid to Subadvisers and to enter into new subadvisory agreements from time to time without the expense and delay associated with obtaining shareholder approval of the change. This order does not, however, permit 9 JHIMS LLC to appoint a Subadviser that is an affiliate of JHIMS LLC or the John Hancock Trust (other than by reason of serving as Subadviser to a portfolio) (an "Affiliated Subadviser") or to change a subadvisory fee of an Affiliated Subadviser without the approval of shareholders. If shares of the Portfolio are no longer available for investment or in our judgment investment in the Portfolio becomes inappropriate, we may eliminate the shares of the Portfolio and substitute shares of another Portfolio, or of another open-end registered investment company. A substitution may be made with respect to both existing investments and the investment of future Purchase Payments. However, we will make no such substitution without first notifying you and obtaining approval of the SEC (to the extent required by the 1940 Act). Portfolio Expenses The table in "III. Fee Tables" shows the investment management fees, Rule 12b-1 fees and other operating expenses for Portfolio shares as a percentage (rounded to two decimal places) of the Portfolio's average daily net assets for 2008, except as indicated in the footnotes appearing at the end of the table. Fees and expenses of the Portfolio are not fixed or specified under the terms of the Contracts and may vary from year to year. These fees and expenses differ for each John Hancock Trust Portfolio and reduce the investment return of each Portfolio. Therefore, they also indirectly reduce the return you will earn on your Separate Account Investment Option. The John Hancock Trust Portfolios pay us or certain of our affiliates compensation for some of the distribution, administrative, shareholder support, marketing and other services we or our affiliates provide to the Portfolios. The amount of this compensation is based on a percentage of the assets of the Portfolio attributable to the variable insurance products that we and our affiliates issue. These percentages may differ from Portfolio to Portfolio and among classes of shares within a Portfolio. In some cases, the compensation is derived from the Rule 12b-1 fees which are deducted from a Portfolio's assets and paid for the services we or our affiliates provide to that Portfolio. Compensation payments may be made by a Portfolio's investment adviser or its affiliates. None of these compensation payments results in any charge to you in addition to what is shown in the Total Annual Portfolio Operating Expenses table. Funds-of-Funds The Core Strategy Portfolio is a "fund-of funds" that invest in other underlying funds. Expenses for a fund-of-funds may be higher than that for other funds because a fund-of-funds bears its own expenses and indirectly bears its proportionate share of expenses of the underlying funds in which it invests. The attached prospectus for the Core Strategy Portfolio contains a description of the underlying funds for that Portfolio, including expenses and associated investment risks. Portfolio Investment Objectives and Strategies You bear the investment risk of any Portfolio used as a Variable Investment Option for your Contract. A general description of the John Hancock Trust Core Strategy Portfolio currently available under the Contracts is summarized below. You can find a full description of the Portfolio, including its investment objectives, policies and restrictions on, and the risks relating to, investment in the Portfolio in the attached prospectus for that Portfolio. YOU SHOULD READ THE PORTFOLIO'S PROSPECTUS CAREFULLY BEFORE INVESTING IN THE CORRESPONDING VARIABLE INVESTMENT OPTION. JOHN HANCOCK TRUST We show the Portfolio's manager (i.e., subadviser) in bold above the name of the Portfolio. MFC GLOBAL INVESTMENT MANAGEMENT (U.S.A.) LIMITED Core Strategy Trust Seeks long term growth of capital. Current income is also a consideration. To do this, the Portfolio invests approximately 70% of its total assets in underlying Portfolios which invest primarily in equity securities and approximately 30% of its total assets in underlying Portfolios which invest primarily in fixed income securities. Transfers Among Investment Options Although we currently offer only a single Variable Investment Option, we may offer additional Investment Options in the future. We reserve the right, subject to compliance with applicable law, to add, eliminate, combine, or transfer the assets of additional Variable Investment Options that we, or an affiliated company, may establish. If we do so, we will permit you to transfer your investment amounts among Investment Options, both before and after the Maturity Date, subject to certain restrictions we will describe in the Prospectus at that time, and subject to the restrictions set forth below. 10 To discourage disruptive frequent trading activity, we reserve the right to take actions to restrict trading, including but not limited to: - restricting the number of transfers made during a defined period; - restricting the dollar amount of transfers; - restricting the method used to submit transfers (e.g., requiring transfer requests to be submitted in writing via U.S. mail); and - restricting transfers into and out of certain Sub-Account(s). In addition to the transfer restrictions that we impose, the John Hancock Trust also has adopted policies under Rule 22c-2 of the 1940 Act to detect and deter abusive short term trading. Accordingly, a Portfolio may require us to impose trading restrictions if it discovers violations of its frequent short-term trading policy. We will provide tax identification numbers and other Contract Owner transaction information to John Hancock Trust upon request, which it may use to identify any pattern or frequency of activity that violates its short-term trading policy. VOTING INTEREST ================================================================================ You instruct us how to vote Portfolio shares. ================================================================================ We will vote Portfolio shares held in a Separate Account at any Portfolio shareholder meeting in accordance with timely voting instructions received from the persons having the voting interest under the Contract. We will determine the number of Portfolio shares for which voting instructions may be given not more than 90 days prior to the meeting. We will arrange for proxy materials to be distributed to each person having the voting interest under the Contract together with appropriate forms for giving voting instructions. We will vote all Portfolio shares that we hold (including our own shares and those we hold in a Separate Account for Contract Owners) in proportion to the instructions so received. The effect of this proportional voting is that a small number of Contract Owners can determine the outcome of a vote. Prior to the Maturity Date, the Contract Owner has the voting interest under a Contract. We determine the number of votes for each Portfolio for which voting instructions may be given by dividing the value of the Investment Account corresponding to the Sub-Account in which such Portfolio shares are held by the net asset value per share of that Portfolio. We reserve the right to make any changes in the voting rights described above that may be permitted by the federal securities laws, regulations, or interpretations thereof. 11 V. Description of the Contract ELIGIBLE PLANS The Contracts may be used to fund individual retirement accounts and annuities qualifying for special income tax treatment under the Code (see "Qualified Contracts"). We also designed the Contracts so that they may be used generally with individually-owned nonqualified contracts and with certain nonqualified retirement plans. AVAILABILITY We offer two types of Contracts, the A Share Contract and the NAV Contract. The A Share Contract includes a front-end sales charge (i.e., we deduct the charge from each Purchase Payment)(see "VI. Charges and Deductions"). The NAV Contract is similar in every respect to the A Share Contract, except with no sales charges. The NAV Contract is offered exclusively through broker-dealers in connection with fee-based or wrap-fee advisory accounts or programs offered by such broker-dealers. We do not offer any advisory or other services in connection with these accounts or programs. Such services are provided exclusively through your broker-dealer. WE DO NOT PROVIDE ANY INVESTMENT ADVICE AND DO NOT RECOMMEND OR ENDORSE ANY PARTICULAR INVESTMENT OR INVESTMENT STRATEGY IN CONNECTION WITH SUCH ACCOUNTS OR PROGRAMS. CONTRACT PROVISIONS APPLICABLE PRIOR TO THE MATURITY DATE Purchase Payment You may make your Purchase Payment to us at our Annuities Service Center in a single payment or, if necessary to accumulate the Purchase Payment amount from several sources, in installments generally payable within 9 months after the Contract Date. The minimum Purchase Payment for the Contracts is $25,000. All Purchase Payments must be in U.S dollars. For a Purchase Payment greater than $1 million, you must obtain our approval in order to make the payment. For A Share Contracts, we make a sales charge against your Purchase Payment (see "VI. Charges and Deductions - Front-End Sales Charges"). We may reduce or eliminate the minimum Purchase Payment requirement, upon your request and as permitted by state law, in the following circumstances: - You purchase your Contract through an exchange under section 1035 of the Code or a Qualified Plan transfer of an existing contract(s) issued by another carrier(s) AND at the time of application, the value of your existing contract(s) meets or exceeds the applicable minimum Purchase Payment requirement AND prior to our receipt of such 1035 monies, the value drops below the applicable minimum Purchase Payment requirement due to market conditions. - You purchase more than one new Contract and such Contracts cannot be combined AND the average Purchase Payment for these new Contracts is equal to or greater than $50,000. - You and your spouse each purchase at least one new Contract AND the average Purchase Payment for the new Contract(s) is equal to or greater than $50,000. Accumulation Units When you purchase a Contract, we establish an Investment Account for you for the Variable Investment Option to which your Contract Value is allocated. We credit amounts to the Investment Account in the form of "accumulation units" to measure the value of your Contract prior to the Maturity Date. We calculate and credit the number of accumulation units in your Investment Account by dividing (i) the amount allocated to the Investment Account by (ii) the value of an accumulation unit for the Investment Account that we next compute. We will usually credit Net Purchase Payments received by mail on the Business Day on which they are received at our Annuities Service Center, and no later than two Business Days after our receipt of all information necessary for issuing the Contract. We will inform you of any deficiencies preventing processing if your Contract cannot be issued. If the deficiencies are not remedied within five Business Days after receipt, we will return your Purchase Payment promptly, unless you specifically consent to our retaining your Purchase Payment until all necessary information is received. We will credit Net Purchase Payments received by wire transfer from broker-dealers on the Business Day received by us if the broker-dealers have made special arrangements with us. 12 We will deduct accumulation units based on the value of an accumulation unit we next compute each time you make a withdrawal, and when we deduct certain Contract charges, pay proceeds, or apply amounts to the Annuity Option. We measure the value of the Investment Account in accumulation units, which vary in value with the performance of the underlying Portfolio. Value of Accumulation Units The value of your accumulation units will vary from one Business Day to the next depending upon the investment results of the Investment Option for your Contract. We arbitrarily set the value of an accumulation unit for the Sub-Account on the first Business Day the Sub-Account was established. We determine the value of an accumulation unit for any subsequent Business Day by multiplying (i) the value of an accumulation unit for the immediately preceding Business Day by (ii) the "net investment factor" for the Sub-Account (described below) for the Business Day for which the value is being determined. We value accumulation units as of the end of each Business Day. We deem a Business Day to end, for these purposes, at the time the Portfolio determines the net asset value of its shares. We will use the Portfolio share's net asset value at the end of a Business Day to determine accumulation unit value for a Purchase Payment or withdrawal only if: - your Purchase Payment transaction is complete before the close of daytime trading on the New York Stock Exchange (usually 4:00 p.m. Eastern Time) for that Business Day; or - we receive your request for a withdrawal of Contract Value at the Annuities Service Center before the close of daytime trading on the New York Stock Exchange for that Business Day. Net Investment Factor The net investment factor is an index used to measure the investment performance of the Sub-Account from one Business Day to the next (the "valuation period"). The net investment factor may be greater or less than or equal to one; therefore, the value of an accumulation unit may increase, decrease or remain the same. We determine the net investment factor for the Sub-Account for any valuation period by dividing (a) by (b) and subtracting (c) from the result: Where (a) is: - the net asset value per share of a Portfolio share held in the Sub-Account determined at the end of the current valuation period; plus - the per share amount of any dividend or capital gain distributions made by the Portfolio on shares held in the Sub-Account if the "ex-dividend" date occurs during the current valuation period. The ex-dividend date is normally set (for stocks) two business days before the record date, on or after which the seller, not the buyer, receives the next dividend payment. Where (b) is the net asset value per share of a Portfolio share held in the Sub-Account determined as of the end of the immediately preceding valuation period. Where (c) is a factor representing the charges deducted from the Sub-Account on a daily basis for Separate Account annual expenses. Telephone and Electronic Services When you purchase a Contract, we will permit you to authorize requests for withdrawals by telephone. We will also permit you to access information about your Contract and update certain personal information electronically through the internet. You can contact us at the applicable telephone number or internet address shown on the first page of this Prospectus. To access and update your personal information through our website, we require you to create an account with a username and password, and maintain a valid e-mail address. You may also authorize other people to make certain transaction requests by telephone or electronically through the internet by sending us instructions in a form acceptable to us. We will not be liable for following instructions communicated by telephone or electronically that we reasonably believe to be genuine. We will employ reasonable procedures to confirm that instructions we receive are genuine. Our procedures require you to provide information to verify your identity when you call us and we will record all conversations with you. When someone contacts us by telephone and follows our procedures, we will assume that you are authorizing us to act upon those instructions. For electronic transactions through the internet, you will need to provide your username and password. You are responsible for keeping your password confidential and must notify us of: 13 - Any loss or theft of your password; or - Any unauthorized use of your password. We may only be liable for any losses due to unauthorized or fraudulent instructions where we fail to employ our procedures properly. All transaction instructions we receive by telephone or electronically will be followed by a confirmation statement of the transaction. Transaction instructions we receive by telephone or electronically before the close of the New York Stock Exchange, which is usually 4:00 p.m. Eastern Time on any Business Day, will usually be effective at the end of that day. Circumstances beyond our control, such as system outages, or during periods when our telephone lines or our website may be busy, may limit your ability to access or transact business electronically. We may, for example, experience unusual volume during periods of substantial market change. We may suspend, modify or terminate our telephone or electronic transaction procedures at any time. We may, for example, impose limits on the maximum withdrawal amount available to you through a telephone transaction. ================================================================================ You may withdraw all or a portion of your Contract Value, but you may reduce your Lifetime Income Amount and incur possible tax liability as a result. ================================================================================ Withdrawals LIFETIME INCOME AMOUNT. The Contract provides an income guarantee, through which an annual Lifetime Income Amount is withdrawn from your Contract and paid to you in monthly installments for life, beginning on the 5th Contract Anniversary. The Lifetime Income Amount is 5% of the greater of your Contract Purchase Payments or the Contract Value as of the 5th Contract Anniversary. Any withdrawals prior to the 5th Contract Anniversary will limit the annual Lifetime Income Amount to 5% of your Contract Value on the 5th Anniversary. After the 5th Contract Anniversary, any unscheduled withdrawal (i.e., a withdrawal other than or in addition to the scheduled monthly Lifetime Income Amount automated payment) will suspend automatic payments and will reset the Lifetime Income Amount to the lesser of the Lifetime Income Amount prior to the unscheduled withdrawal or 5% of the Contract Value after the unscheduled withdrawal. Upon your request, in a form acceptable to use, automatic withdrawals will resume based on the new adjusted Lifetime Income Amount. If you are receiving automated Lifetime Income Amount withdrawals after your 5th Contract Anniversary, and your Contract becomes subject to Required Minimum Distribution ("RMD") rules (see "VII. Federal Tax Matters - Required Minimum Distributions") that set an RMD amount greater than the Lifetime Income Amount, then unless you direct us otherwise, your automated withdrawals will equal the greater of the Lifetime Income Amount or the monthly RMD amount. If you do not take your RMD as part of the automated withdrawal, any request for your RMD amount will be an unscheduled withdrawal and may reduce the Lifetime Income Amount. GENERAL. To make withdrawals of all or a portion of your Contract Value, you need to submit a written request (complete with all necessary information) to our Annuities Service Center. Unless you instruct us otherwise, your application for the Contract will be treated as your written request to begin automatic payment of the Lifetime Income Amount on your 5th Contract Anniversary. You may also make withdrawals by telephone as described above under "Telephone and Electronic Transactions." For IRAs , exercise of the withdrawal right may require the consent of the IRA owner's spouse under the Code. In the case of a total withdrawal, we will pay the Contract Value as of the date of receipt of the request at our Annuities Service Center. We will then cancel the Contract. In the case of a partial withdrawal, we will pay the amount requested and cancel accumulation units credited to the Investment Account equal in value to the amount withdrawn from that Investment Account. Except as stated above regarding the Lifetime Income Amount, there is no limit on the frequency of partial withdrawals; however, the amount of an unscheduled withdrawal must be at least $300 or, if less, the entire balance in the Investment Option. If after the withdrawal the Contract Value would be reduced to less than $300, we will generally treat the unscheduled withdrawal as a total withdrawal of the Contract Value. We will pay the amount of any withdrawal from the Variable Investment Option promptly, and in any event within seven days of receipt of the request (complete with all necessary information) at our Annuities Service Center. We reserve the right to defer the right of withdrawal or postpone payments for any period when: - the New York Stock Exchange is closed (other than customary weekend and holiday closings); - trading on the New York Stock Exchange is restricted; 14 - an emergency exists as determined by the SEC, as a result of which disposal of securities held in the Separate Accounts is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Accounts' net assets; or - the SEC, by order, so permits for the protection of security holders; provided that applicable rules and regulations of the SEC shall govern as to whether trading is restricted or an emergency exists. AUTOMATIC WITHDRAWALS. Unless you instruct us otherwise, we will send you the monthly automatic withdrawal amounts currently guaranteed under your Contract. That is, we will send you automated annual payments, in monthly installments, of either: (A) the Lifetime Income Amount under your Contract; or (B) the RMD amount, if greater than (A). We may make additional options available in the future or upon request. Your automatic withdrawals will be suspended (i.e., we will not process any further automated payments until you authorize us to do so) if, on or after the 5th Contract Anniversary, you take an unscheduled withdrawal. Automatic withdrawals, like other withdrawals: - may be subject to income tax (including withholding for taxes) and, if you receive an annual guaranteed amount before age 59 1/2, a 10% IRS penalty tax; - reduce the death benefit and other optional benefits. If you do not want automatic withdrawals, you may notify us at any time by contacting your registered representative or our Annuities Service Center. There is no charge for receiving or cancelling automatic withdrawals. SIGNATURE GUARANTEE REQUIREMENTS FOR SURRENDERS AND PARTIAL WITHDRAWALS. For your protection, we may require that you obtain a signature guarantee on a surrender or partial withdrawal in the following circumstances: - you are requesting that we mail the amount withdrawn to an alternate address; or - you have changed your address within 30 days of the withdrawal request; or - you are requesting a withdrawal in the amount of $250,000 or greater. We must receive the original signature guarantee on your withdrawal request. We will not accept copies or facsimiles of a signature guarantee. You may obtain a signature guarantee at most banks, financial institutions or credit unions. A notarized signature is not the same as a signature guarantee and will not satisfy this requirement. There may be circumstances, of which we are not presently aware, in which we would not impose a signature guarantee on a surrender or partial withdrawal as described above. IMPACT OF DIVORCE. In the event that you and your spouse become divorced after you purchase a Contract, we will treat any request to reduce or divide benefits under a Contract as a request for an unscheduled withdrawal of Contract Value. The transaction may be subject to any applicable tax charges, and your income guarantee may be reduced. TAX CONSIDERATIONS. Withdrawals from the Contract may be subject to income tax and a 10% IRS penalty tax (see "VII. Federal Tax Matters"). Death Benefit Prior to the Maturity Date The Contracts described in this Prospectus provide for the distribution of the Contract Value to the Beneficiary upon the death of the Owner. PAYMENT OF DEATH BENEFIT. The determination of the death benefit will be made on the date we receive written notice and "proof of death" as well as all required claims forms from all Beneficiaries at our Annuities Service Center. No one is entitled to the death benefit until this time. Proof of death occurs when we receive one of the following and all required claim forms at our Annuities Service Center: - a certified copy of a death certificate; or - a certified copy of a decree of a court of competent jurisdiction as to the finding of death; or - any other proof satisfactory to us. 15 DISTRIBUTION OF DEATH BENEFIT. We will pay a death benefit equal to the Contract Value to the Beneficiary if any Contract Owner dies before the Maturity Date. If there is a surviving Owner, that Contract Owner will be deemed to be the Beneficiary. Upon the death of the Annuitant, the death benefit must be taken in the form of a lump sum. Upon the death of an Owner who is not the Annuitant, the Beneficiary may take the death benefit as a lump sum or, if permitted by federal tax regulations, may continue the Contract as the Owner. If the death benefit proceeds are taken in the form of a lump sum, we will pay the death benefit within seven calendar days of the date that we determine the amount of the death benefit, subject to postponement under the same circumstances that payment of withdrawals may be postponed (see "Withdrawals" above). Beneficiaries who opt for a lump sum payout of their portion of the death benefit may choose to receive the funds either in a single check or wire transfer or in a John Hancock Safe Access Account ("JHSAA"). Similar to a checking account, the JHSAA provides the Beneficiary access to the payout funds via a checkbook, and account funds earn interest at a variable interest rate. The Beneficiary can obtain the remaining death benefit proceeds in a single sum by cashing one check for the entire amount. Note, however, that a JHSAA is not a true checking account as the Beneficiary cannot make deposits. It is solely a means of distributing the death benefit, so the Beneficiary can only make withdrawals. The JHSAA is part of our general account; it is not a bank account and it is not insured by the FDIC or any other government agency. As part of our general account, it is subject to the claims of our creditors. We receive a benefit from all amounts left in the JHSAA. CONTRACT PROVISIONS APPLICABLE AFTER THE MATURITY DATE ================================================================================ You may receive annuity payments from us or take a lump sum payment. ================================================================================ General Generally, the Contracts contain provisions for the commencement of annuity payments to the Annuitant on the Contract's Maturity Date. The Maturity Date is the date specified on your Contract's specifications page, unless you change that date. If no date is specified, the Maturity Date is the first day of the month following the 95th birthday of the oldest Annuitant. You may specify a different Maturity Date at any time by written request at least one month before both the date previously specified and the new Maturity Date. The new Maturity Date may not be later than the previously specified Maturity Date unless we consent. Maturity Dates which occur when the Annuitant is at an advanced age, e.g., past age 90, may have adverse income tax consequences (see "VII. Federal Tax Matters."). Distributions may be required from IRAs before the Maturity Date. NOTICE OF MATURITY DATE. Under our current administrative procedures, we will send you one or more notices at least 30 days before your scheduled Maturity Date and request that you verify the information we currently have on file. We may delay the start of the annuity payments if you fail to verify this information. Annuity payments will be made monthly. However, if the Contract Value at the Maturity Date is such that a monthly payment would be less than $20, we may pay the Contract Value in one lump sum to the Annuitant on the Maturity Date. Annuity payments are available under the Contract on a fixed basis only. Upon purchase of the Contract, and at any time prior to the Maturity Date, you may select the Annuity Option described below or choose an alternate single lump-sum payment. If no election is made at Maturity, we will provide the Annuity Option as a default. We will provide annuity payments based on the Investment Account value of the Investment Option at the date the Annuity Option commences. Once annuity payments commence: - you will no longer be permitted to make any withdrawals under the Contract; - we may not change the Annuity Option or the form of settlement; and - your death benefit under the Contract will terminate. ANNUITY OPTION OFFERED IN THE CONTRACT. If you choose to annuitize your Contract instead of taking the Lifetime Income Amount, the Contracts guarantee the availability of the following Annuity Option: Lifetime Income Amount with Cash Refund - Under this option, we will make annuity payments during the lifetime of the Annuitant. After the death of the Annuitant, we will pay the Beneficiary a lump sum amount equal to the excess, if any, of the Contract Value at the election of this option over the sum of the annuity payments made under this option. The annual amount of the annuity payments will equal the greater of the Lifetime Income Amount at the election of this option or the amount that would be provided by applying the Contract Value at the election of this option to a cash refund annuity. 16 OTHER CONTRACT PROVISIONS ================================================================================ You have a right to cancel your Contract. ================================================================================ Right to Review You may cancel the Contract by returning it to our Annuities Service Center or to your registered representative at any time within 10 days after receiving it or such other period as required by law. Within 7 days of receiving a returned Contract, we will pay you the Contract Value (plus any sales charges deducted) computed at the end of the Business Day on which we receive your returned Contract. The ten day right to review may vary in certain states in order to comply with the requirements of state insurance laws and regulations. When the Contract is issued as an individual retirement annuity under Sections 408 or 408A of the Code, during the first 7 days of the 10 day period, we will return all Purchase Payments if this is greater than the amount otherwise payable. If you purchase your Contract in connection with a replacement of an existing contract, your Contract may provide for a longer time period to return it to us. For example, in New York, you may return the Contract at any time within 60 days after receiving it. Replacement of an existing annuity contract generally is defined as the purchase of a new contract in connection with (a) the lapse, partial or full surrender or change of, or borrowing from, an existing annuity or life insurance contract or (b) the assignment to a new issuer of an existing annuity contract. This description, however, does not necessarily cover all situations which could be considered a replacement of an existing contract. Therefore, you should consult with your registered representative or attorney regarding whether the purchase of a new Contract is a replacement of an existing contract. ================================================================================ You own the Contract. ================================================================================ Ownership The Owner of the Contract is also the Annuitant unless the Contract is owned by a non-natural person. In the case of a non-natural owner, the Contract Owner must be a custodian or a trust established for the sole benefit of the Annuitant or his or her beneficiaries. In the case of Nonqualified Contracts, you may change ownership of the Contract or you may collaterally assign the Contract at any time prior to the Maturity Date, subject to the rights of any irrevocable Beneficiary. Changing the ownership of a Contract may be treated as a (potentially taxable) distribution from the Contract for federal tax purposes. A collateral assignment is treated as a distribution from the Contract and will be tax reported as such. You must make any change of ownership or assignment in writing and we must receive such written change at the Annuities Service Center. Except to the extent prohibited by state law, or by a state insurance or bank commissioner or any agency or officer performing like functions of any state, we must approve any change, and we reserve the right to refuse assignments or other transfers at any time on a non-discriminatory basis. A change of ownership, or an assignment, to a person or entity that does not have an insurable interest in the life of the Annuitant will cancel the Lifetime Income Amount. We assume no liability for any payments made or actions taken before a change is approved or an assignment is accepted or responsibility for the validity or sufficiency of any assignment. An absolute assignment or ownership change will revoke the interest of any revocable Beneficiary. In the case of IRAs, ownership of the Contract generally may not be transferred except as otherwise permitted by applicable IRS regulations. Subject to the foregoing, you may not sell, assign, transfer, discount or pledge as collateral for a loan or as security for the performance of an obligation, or for any other purpose, an IRA to any person other than us. ================================================================================ The Annuitant is either you or someone you designate. ================================================================================ Annuitant If the Contract Owner is a natural person, the Annuitant is the Owner, If the Contract is owned by a non-natural person, the Annuitant is the natural person whose life is used to determine the duration of annuity payments involving life contingencies and the Lifetime Income Amount. The Annuitant is entitled to receive all annuity payments under the Contract. The Annuitant is as designated on the Contract specifications page and in the application. On the death of the Annuitant prior to the Maturity Date, the death benefit will be paid to the Beneficiary. The Annuitant becomes the Owner of the Contract at the Maturity Date. An individual IRA Owner must also be the Annuitant. 17 ================================================================================ The Beneficiary is the person you designate to receive the death benefit if you die. ================================================================================ Beneficiary The Beneficiary is the person, persons or entity designated in the Contract specifications page (or as subsequently changed). However, if there is a surviving Contract Owner, we will treat that person as the Beneficiary. You may change the Beneficiary subject to the rights of any irrevocable Beneficiary. You must make any change in writing. We must approve any change. If approved, we will effect such change as of the date on which written. We assume no liability for any payments made or actions taken before the change is approved. 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 IRAs, U.S. Treasury regulations may limit designations of Beneficiaries. Modification We may not modify your Contract or certificate without your consent, except to the extent required to make it conform to any law or regulation or ruling issued by a governmental agency. Our Approval We reserve the right to accept or reject any Contract application at our sole discretion. Misstatement and Proof of Age or Survival We may require proof of age or survival of any person upon whose age or survival any payment depends. If the age of the Annuitant has been misstated, the benefits will be those that would have been provided for the Annuitant's correct age. If we have made incorrect annuity payments, we will pay the amount of any underpayment immediately and we will deduct the amount of any overpayment from future annuity payments. 18 VI. Charges And Deductions FRONT-END SALES CHARGES To compensate us for assuming certain distribution expenses, we deduct a front-end sales charge when you make a Purchase Payment for the A Share Contract. The front-end sales charge is a percent (the "sales charge percentage") of the corresponding Purchase Payment. The sales charge percentage applicable to each Purchase Payment is 3.00%. We also offer the NAV Contract, which is similar in every respect to the A Share Contract, except with no sales charges. The NAV Contract is offered exclusively through broker-dealers in connection with such broker-dealers' fee-based or wrap-fee/separately managed account advisory programs ("Programs"). No sales charges are assessed in connection with sales of the Contract through a Program. We do not offer any advisory or other services in connection with these Programs. Such services are provided exclusively through your broker-dealer, or by an investment adviser retained by you or related to your broker-dealer, and they may assess you additional fees for such services. We recommend that you contact your broker-dealer or investment adviser to see if any such additional fees apply to you. Fees for such Programs are imposed in addition to the sales charges described in this Prospectus. The combination of the A Share Contract's sales charges and separately charged Program fees would result in two levels of fees, or greater expense than would be associated with an investment in the Contract other than through such Programs. WE DO NOT PROVIDE ANY INVESTMENT ADVICE AND DO NOT RECOMMEND OR ENDORSE ANY PARTICULAR INVESTMENT OR INVESTMENT STRATEGY IN CONNECTION WITH SUCH PROGRAMS. ASSET-BASED CHARGES We deduct from the Sub-Account a daily asset-based charge in an amount equal to 1.20% on an annual basis of the values of the Variable Investment Option to compensate us for administration and distribution expenses and mortality and expense risks. The mortality risk we assume is the risk that Annuitants may live for a longer period of time than we estimate. We assume this mortality risk by virtue of the Lifetime Income Amount and annuity payment rates incorporated into the Contract which cannot be changed. This assures each Annuitant that his or her longevity will not have an adverse effect on the amount of annuity payments. The expense risk we assume is the risk that the administration and distribution components of our asset-based charge may be insufficient to cover actual expenses. The rate of the asset-based charge cannot be increased. If the charge is insufficient to cover the actual cost of the mortality and expense risks assumed, we will bear the loss. Conversely, if the charge proves more than sufficient, the excess will be profit to us and will be available for any proper corporate purpose including, among other things, payment of distribution expenses. REDUCTION OR ELIMINATION OF CHARGES AND DEDUCTIONS In addition to the reductions available on front-end sales charges (see "Front-End Sales Charges" above), we may reduce or eliminate the amount of the charges and deductions for certain Contracts where permitted by state law. These Contracts would involve sales that are made to individuals or to a group of individuals in a manner that results in savings of sales or maintenance expenses or that we expect may result in reduction of other risks that are normally associated with the Contracts. We will determine entitlement to such a reduction in the charges or deductions in the following manner: - We will consider the size and type of group to which sales are to be made. Generally, sales expenses for a larger group are smaller than for a smaller group because of the ability to implement large numbers of Contracts with fewer sales contacts. - We will consider the total amount of the Purchase Payment to be received. Per-dollar sales expenses are likely to be less on larger Purchase Payments than on smaller ones. - We will consider the nature of the group or class for which the Contracts are being purchased including the expected persistency, mortality or morbidity risks associated with the group or class of Contracts. - We will consider any prior or existing relationship with us. Per-Contract sales expenses are likely to be less when there is a prior or existing relationship because of the likelihood of implementing the Contract with fewer sales contacts. - We will consider the level of commissions paid to selling broker-dealers. Certain broker-dealers may offer the Contract in connection with financial planning programs offered on a fee-for-service basis. In view of the financial planning fees, 19 such broker-dealers may elect to receive lower commissions for sales of the Contracts, thereby reducing our sales expenses. - There may be other circumstances of which we are not presently aware, which could result in reduced expenses. If after consideration of the foregoing factors, we determine that there will be a reduction in expenses, we will provide a reduction in the charges or deductions that we assess. We may offer the NAV Contract when a Contract is issued to officers, trustees, directors or employees (or a relative thereof) of ours, or of any of our affiliates, or of the John Hancock Trust. In no event will we permit reduction or elimination of the charges or deductions where that reduction or elimination will be unfairly discriminatory to any person. For further information, contact your broker-dealer. ================================================================================ We will charge you for state premium taxes to the extent we incur them and reserve the right to charge you for new taxes we may incur. ================================================================================ PREMIUM TAXES We make deductions for any applicable premium or similar taxes. Currently, certain local jurisdictions assess a tax of up to 4% of each Purchase Payment. In most cases, we deduct a charge in the amount of the tax from the total value of the Contract only at the time of annuitization, death, surrender, or withdrawal. We reserve the right, however, to deduct the charge from each Purchase Payment at the time it is made. We compute the amount of the charge by multiplying the applicable premium tax percentage by the amount you are withdrawing, surrendering, annuitizing or applying to a death benefit.
PREMIUM TAX RATE(1) ------------------------- STATE OR IRA NONQUALIFIED TERRITORY CONTRACTS CONTRACTS ------------ --------- ------------ CA 0.50% 2.35% GUAM 4.00% 4.00% ME(2) 0.00% 2.00% NV 0.00% 3.50% PR 1.00% 1.00% SD(2) 0.00% 1.25%(3) TX(4) 0.04% 0.04% WV 1.00% 1.00% WY 0.00% 1.00%
(1) Based on the state of residence at the time the tax is assessed. (2) We pay premium tax upon receipt of Purchase Payment. (3) 0.80% on Purchase Payments in excess of $500,000. (4) Referred to as a "maintenance" tax. 20 VII. Federal Tax Matters INTRODUCTION The following discussion of the federal income tax treatment of the Contracts is not exhaustive, does not purport to cover all situations, and is not intended as tax advice. The federal income tax treatment of an annuity contract is unclear in certain circumstances, and you should consult a qualified tax adviser with regard to the application of the law to your circumstances. This 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 Treasury Department, and judicial decisions. This discussion does not address state or local tax consequences associated with the purchase of a Contract. IN ADDITION, 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 current tax law rules, we include the investment income (exclusive of capital gains) of a Separate Account in our taxable income and take deductions for investment income credited to our "policyholder reserves." We are also required to capitalize and amortize certain costs instead of deducting those costs when they are incurred. We do not currently charge a Separate Account for any resulting income tax costs. We also claim certain tax credits or deductions relating to foreign taxes paid and dividends received by the Funds. These benefits can be material. We do not pass these benefits through to a Separate Account, principally because: (i) the deductions and credits are allowed to the Company and not the Contract owners under applicable tax law; and (ii) the deductions and credits do not represent investment return on Separate Account assets that is passed through to Contract owners. The Contracts permit us to deduct a charge for any taxes we incur that are attributable to the operation or existence of the Contracts or a Separate Account. Currently, we do not anticipate making a charge for such taxes. If the level of the current taxes increases, however, or is expected to increase in the future, we reserve the right to make a charge in the future. NONQUALIFIED CONTRACTS (Contracts Not Purchased to Fund an Individual Retirement Account or Other Qualified Plan) Undistributed Gains Except where the Owner is not an individual, we expect our Contracts to be considered annuity contracts under Section 72 of the Code. This means that, ordinarily, you pay no federal income tax on any gains in your Contract until we actually distribute assets to you. However, a Contract held by an Owner other than a natural person (for example, a corporation, partnership, limited liability company or other such entity) does not generally qualify as an annuity contract for tax purposes. Any increase in value therefore would constitute ordinary taxable income to such an Owner in the year earned. Notwithstanding this general rule, a Contract will ordinarily 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. Taxation of Annuity Payments When we make payments under a Contract in the form of an annuity, normally a portion of each annuity payment is taxable as ordinary income. The taxable portion of an annuity payment is equal to the excess of the payment over the exclusion amount. In the case of Fixed Annuity payments, the exclusion amount is based on the investment in the Contract and the total expected value of Fixed Annuity payments for the term of the Contract (determined under IRS regulations). In general, your investment in the Contract equals the aggregate amount of premium payments you have made over the life of the Contract, reduced by any amounts previously distributed from the Contract that were not subject to tax. Once you have recovered your total investment in the Contract tax-free, further annuity payments will be fully taxable. If annuity payments cease because the Annuitant dies before all of the investment in the Contract is recovered, the unrecovered amount generally will be allowed as a deduction on the Annuitant's last tax return or, if there is a beneficiary entitled to receive further payments, will be distributed to the beneficiary as described more fully below under "Taxation of Death Benefit Proceeds." 21 Surrenders, Withdrawals and Death Benefits When we make a single sum payment consisting of the entire value of your Contract, you have ordinary taxable income to the extent the payment exceeds your investment in the Contract (discussed above). Such a single sum payment can occur, for example, if you surrender your Contract before the Maturity Date or if no extended payment option is selected for a death benefit payment. When you take a partial withdrawal from a Contract before the Maturity Date, including a payment under a systematic withdrawal plan or guaranteed withdrawal benefit, all or part of the payment may constitute taxable ordinary income to you. If, on the date of withdrawal, the total value of your Contract exceeds the investment in the Contract, the excess will be considered gain and the withdrawal will be taxable as ordinary income up to the amount of such gain. Taxable withdrawals may also be subject to a penalty tax for premature withdrawals as explained below. When only the investment in the Contract remains, any subsequent withdrawal made before the Maturity Date will be a tax-free return of investment. If you assign or pledge any part of your Contract's value, the value so pledged or assigned is taxed the same way as if it were a partial withdrawal. For purposes of determining the amount of taxable income resulting from a single sum payment or a partial withdrawal, all annuity contracts issued by us or our affiliates to the Owner within the same calendar year will be treated as if they were a single contract. There may be special income tax issues present in situations where the Owner and the Annuitant are not the same person and are not married to each other. A tax adviser should be consulted in those situations. Taxation of Death Benefit Proceeds All or part of any death benefit proceeds may constitute a taxable payout of earnings. A death benefit payment generally results in taxable ordinary income to the extent such payment exceeds your investment in the Contract. Amounts may be distributed from a Contract because of the death of an Owner or the Annuitant. Prior to the Maturity Date, death benefit proceeds are includible in income as follows: - if distributed in a single sum payment under our current administrative procedures, they are taxed in the same manner as a full withdrawal, as described above; or - if distributed under an Annuity Option, they are taxed in the same manner as annuity payments, as described above. After a Contract matures and annuity payments begin, if the annuity elected guarantees payments for a stated period and the Owner dies before the end of that period, payments made to the Beneficiary for the remainder of that period are includible in the Beneficiary's income as follows: - if received in a single sum under our current administrative procedures, they are includible in income to the extent that they exceed the unrecovered investment in the Contract at that time; or - if distributed in accordance with the existing Annuity Option selected, they are fully excludable from income until the remaining investment in the Contract has been recovered, and all annuity benefit payments thereafter are fully includible in income. Penalty Tax on Premature Distributions There is a 10% IRS penalty tax on the taxable portion of any payment from a Nonqualified Contract. Exceptions to this penalty tax include distributions: - received on or after the date on which the Contract Owner reaches age 59 1/2; - attributable to the Contract Owner becoming disabled (as defined in the tax law); - made to a Beneficiary on or after the death of the Contract Owner or, if the Contract Owner is not an individual, on or after the death of the primary Annuitant; - made as a series of substantially equal periodic payments for the life (or life expectancy) of the Owner or for the joint lives (or joint life expectancies) of the Owner and designated individual Beneficiary; - made under a single-premium immediate annuity contract; or - made with respect to certain annuities issued in connection with structured settlement agreements. Note that when a series of substantially equal periodic payments is used to avoid the penalty, if the Contract Owner then modifies the payment pattern (other than by reason of death or disability) before the LATER of the Contract Owner's attaining age 59 1/2 and the 22 passage of five years after the date of the first payment, such modification will cause retroactive imposition of the penalty plus interest on it. Puerto Rico Nonqualified Contracts Distributions from Puerto Rico annuity contracts issued by us are subject to federal income taxation, withholding and reporting requirements as well as Puerto Rico tax laws. Both jurisdictions impose a tax on distributions. Under federal requirements, distributions are deemed to be income first. Under the Puerto Rico tax laws, however, distributions from a Contract not purchased to fund a Qualified Plan ("Nonqualified Contract") are generally treated as a non-taxable return of principal until the principal is fully recovered. Thereafter, all distributions under a Nonqualified Contact are fully taxable. Puerto Rico does not currently impose an early withdrawal penalty tax. The Internal Revenue Code, however, does impose such a penalty and bases it on the amount that is taxable under federal rules. Distributions under a Nonqualified Contract after annuitization are treated as part taxable income and part non-taxable return of principal. The amount excluded from gross income after annuitization under Puerto Rico tax law is equal to the amount of the distribution in excess of 3% of the total Purchase Payments paid, until an amount equal to the total Purchase Payments paid has been excluded. Thereafter, the entire distribution from a Nonqualified Contract is included in gross income. For federal income tax purposes, however, the portion of each annuity payment that is subject to tax is computed on the basis of investment in the Contract and the Annuitant's life expectancy. Generally Puerto Rico does not require income tax to be withheld from distributions of income. Although Puerto Rico allows a credit against its income tax for taxes paid to the federal government, you may not be able to use the credit fully. If you are a resident of Puerto Rico, you should consult a tax adviser before purchasing an annuity contract. Diversification Requirements Your Contract will not qualify for the tax benefits of an annuity contract unless the Separate Account follows certain rules requiring diversification of investments underlying the Contract. In addition, the rules require that the Contract Owner not have "investment control" over the underlying assets. In certain circumstances, the owner of a variable annuity contract may be considered the owner, for federal income tax purposes, of the assets of the separate account used to support the contract. In those circumstances, income and gains from the separate account assets would be includible in the contract owner's gross income. The Internal Revenue Service ("IRS") has stated in published rulings that a variable contract owner will be considered the owner of separate account assets if the contract owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. A Treasury Decision issued in 1986 stated that guidance would be issued in the form of regulations or rulings on the "extent to which Policyholders may direct their investments to particular sub-accounts of a separate account without being treated as owners of the underlying assets." As of the date of this Prospectus, no comprehensive guidance on this point has been issued. In Rev. Rul. 2003-91, however, the IRS ruled that a contract holder would not be treated as the owner of assets underlying a variable life insurance or annuity contract despite the owner's ability to allocate funds among as many as twenty sub-accounts. We do not know what future Treasury Department regulations or other guidance may require. We cannot guarantee that an underlying Portfolio will be able to operate as currently described in its prospectus, or that a Portfolio will not have to change any of its investment objectives or policies. We have reserved the right to modify your Contract if we believe doing so will prevent you from being considered the owner of your Contract's proportionate share of the assets of the Separate Account, but we are under no obligation to do so. INDIVIDUAL RETIREMENT ACCOUNT/ANNUITY (IRA) CONTRACTS The Contracts are also available for use as or in connection with IRAs, which qualify to receive favorable treatment under the Code. Numerous special tax rules apply to Contracts that are themselves IRAs or are used as IRA assets. We provide a brief description of types of IRAs and other retirement plans that receive favorable tax treatment ("Qualified Plans") in the SAI, but we make no attempt to provide more than general information about use of the Contracts with the various types of Qualified Plans in this Prospectus and in the SAI. We may limit or discontinue the availability of the Contracts for use as IRAs or as IRA assets in the future. If you intend to use a Contract in connection with an IRA you should consult a tax adviser. Under the tax rules, the Owner and the Annuitant may not be different individuals if a Contract is used as or in connection with an IRA. 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. 23 Required Minimum Distributions Treasury Regulations prescribe required minimum distribution ("RMD") rules governing the time at which distributions to the Owner and beneficiaries must commence and the form in which the distributions must be paid. These special rules may also require the length of any guarantee period to be limited. They also affect the restrictions that the Owner may impose on the timing and manner of payment of death benefits to beneficiaries or the period of time over which a Beneficiary may extend payment of the death benefits under the Contract. Failure to comply with minimum distribution requirements will result in the imposition of an excise tax, generally 50% of the amount by which the amount required to be distributed exceeds the actual distribution. In the case of IRAs (other than Roth IRAs), distributions of minimum amounts (as specified in the tax law) to the Owner must generally commence by April 1 of the calendar year following the calendar year in which the Owner attains age 70 1/2. Distributions made under traditional IRAs and Roth IRAs after the Owner's death must also comply with the minimum distribution requirements, and different rules governing the timing and the manner of payments apply, depending on whether the designated Beneficiary is an individual, and, if so, the Owner's spouse, or an individual other than the Owner's spouse. Temporary Waiver of RMDs for 2009 On December 23, 2008, the Worker, Retiree, and Employer Recovery Act of 2008 (the "Act") was signed into law. The Act provides a temporary waiver from required minimum distribution (RMD) rules in 2009 for certain tax-qualified retirement plans (including IRAs). Under the Act, no minimum distribution is required for calendar year 2009 from individual retirement plans. The next RMD under these types of plans would be for calendar year 2010. This relief applies to life-time distributions to IRA owners and after-death distributions to beneficiaries. In the case of an individual who attains age 70 1/2 in 2009 (i.e., the individual's required beginning date under current law is April 1, 2010), no distribution is required for 2009 and no distribution will be required to be made by April 1, 2010. If the five-year rule applies to the payment of death benefit amounts, the Act provides that the five year period is determined without regard to calendar year 2009. For example, if an individual dies in 2007, the Act provides that the five year period ends in 2013 instead of 2012. The Act does not change: - the requirement for an individual who attains age 70 1/2 in 2008 to begin RMDs (if not made during 2008) by April 1, 2009; and - any RMD for calendar years after 2009. Unless you notify us otherwise, we will continue to process systematic withdrawals that you have pre-authorized for an RMD amount. Please read the annuity prospectus carefully for additional information about the systematic withdrawal program(s) offered under your Contract. You may not be required to take an RMD from a Contract in 2009. If you take a pre-authorized systematic withdrawal for a "required minimum distribution" amount in 2009, the withdrawal: (i) may be subject to income tax and (ii) may reduce the death benefit and other optional benefits. Call or write us at the Annuities Service Center listed on the first page of this Prospectus if you wish to defer your RMD for 2009. If you would like to defer your RMD for 2009 but have already received a scheduled distribution, call our Annuities Service Center within 60 days of receipt of your distribution to discuss your options. Please consult your tax adviser to determine how the Act affects your RMDs. Penalty Tax on Premature Distributions There is also a 10% IRS penalty tax on the taxable amount of any payment from IRAs. (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 arrangement maintained by the individual's employer.) In the case of an Individual Retirement Annuity or an IRA, including a SIMPLE IRA, the penalty tax does not apply to a payment: - received on or after the date on which the Contract Owner reaches age 59 1/2; 24 - received on or after the Owner's death or because of the Owner's disability (as defined in the tax law); or - 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). Note that when a series of substantially equal periodic payments is used to avoid the penalty, if the Contract Owner then modifies the payment pattern (other than by reason of death or disability) before the LATER of the Contract Owner's attaining age 59 1/2 and the passage of five years after the date of the first payment, such modification will cause retroactive imposition of the penalty plus interest on it. In addition, the penalty tax does not apply to certain distributions from IRAs which are used for first time home purchases or for higher education expenses, or for distributions made to certain eligible individuals called to active duty after September 11, 2001. Special conditions must be met to qualify for these three exceptions to the penalty tax. If you wish to take a distribution from an IRA for these purposes, you should consult your tax adviser. Rollovers and Transfers Generally, you may take a distribution: - from a traditional IRA and make a "tax-free" rollover to another traditional IRA; - from a traditional IRA and make a "tax-free" rollover to a retirement plan qualified under Sections 401(a), 403(a), or 403(b) of the Code or a governmental deferred compensation plan described in Section 457(b) of the Code; or - from any Qualified Plan (other than a Section 457 deferred compensation plan maintained by a tax-exempt organization) and make a "tax-free" rollover to a traditional IRA. In addition, if your spouse survives you, he or she is permitted to take a distribution from your tax-qualified retirement account and make a "tax-free" rollover to another tax-qualified retirement account in which your surviving spouse participates, to the extent permitted by your surviving spouse's plan. You may also make a taxable rollover from a traditional IRA to a Roth IRA. In addition, distributions that you receive from a retirement plan described in Sections 401(a), 403(a), or 403(b) of the Code or a governmental deferred compensation plan described in Section 457(b) of the Code may be rolled over directly to a Roth IRA if (i) your adjusted gross income is not in excess of $100,000 and (ii) you are not a married tax payer filing a separate return. This type of rollover is taxable. You may make a tax-free rollover to a Roth IRA from a Roth IRA or from a Roth account in a retirement plan described in Section 401(a) or Section 403(b) of the Code. In lieu of taking a distribution from your plan (including a Section 457 deferred compensation plan maintained by a tax-exempt organization), your plan may permit you to make a direct trustee-to-trustee transfer of plan assets. Withholding on Rollover Distributions Eligible rollover distributions from a retirement plan that is qualified under Sections 401(a), 403(a), or 403(b) of the Code, or a governmental deferred compensation plan described in Section 457(b) of the Code are subject to mandatory withholding. An eligible rollover distribution generally is any taxable distribution from such plans except (i) minimum distributions required under Section 401(a)(9) of the Code, (ii) certain distributions for life, life expectancy, or for 10 years or more which are part of a "series of substantially equal periodic payments," and (iii) if applicable, certain hardship withdrawals. Federal income tax of 20% will be withheld from an eligible rollover distribution. The withholding is mandatory and you cannot elect to have it not apply. This 20% withholding will not apply, however, if instead of receiving the eligible rollover distribution, you choose to have it directly transferred to an applicable plan, a traditional IRA, or a Roth IRA. If you wish to purchase an IRA, you may find it advantageous to instruct your existing retirement plan to transfer amounts directly to us in lieu of making a distribution to you. YOU SHOULD SEEK INDEPENDENT TAX ADVICE IF YOU INTEND TO PURCHASE A CONTRACT FOR USE AS AN IRA OR IRA ASSET. Conversions and Rollovers to Roth IRAs You can convert a traditional IRA to a Roth IRA or directly roll over distributions that you receive from a retirement plan described in Sections 401(a), 403(a), or 403(b) of the Code or a governmental deferred compensation plan described in Section 457(b) of the Code to a Roth IRA unless: 25 - you have adjusted gross income over $100,000; or - you are a married tax payer filing a separate return. These restrictions do not apply in tax years beginning after December 31, 2009. The Roth IRA annual contribution limit does not apply to converted or rollover amounts. You must, however, pay tax on any portion of the converted or rollover amount that would have been taxed if you had not converted or rolled over to a Roth IRA. No similar limitations apply to rollovers to one Roth IRA from another Roth IRA or from a Roth account in a retirement plan described in Section 401(a) or Section 403(b) of the Code. Please note that the amount deemed to be the "converted amount" for tax purposes may be higher than the Contract Value because of the deemed value of guarantees. If you convert a Contract issued as a traditional IRA to a Roth IRA, or instruct us to transfer a rollover amount from a traditional IRA to a Roth IRA, you may instruct us to not withhold any of the conversion for taxes and remittance to the IRS. A direct rollover or conversion is not subject to mandatory tax withholding, even if the distribution is includible in gross income. You may find it advantageous to pay the tax due from resources other than your retirement plan assets if you wish to purchase a Contract for use as a Roth IRA through a rollover from that retirement plan. You should seek independent tax advice if you intend to use the Contract in connection with a Roth IRA. 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 if certain requirements are satisfied. If 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 Contract 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 (e.g., as a partial surrender, full surrender, annuity payment, or death benefit). 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. There are various circumstances in which a partial exchange followed by receipt of a payment within 12 months of the exchange is unlikely to affect the tax free treatment of the exchange. You should consult with your tax advisor in connection with an exchange of all or part of an annuity contract for the Contract, especially if you may make a withdrawal from either contract within 12 months after the exchange. SEE YOUR OWN TAX ADVISER The foregoing description of federal income tax topics and issues is only a brief summary and is not intended as tax advice. It does not include a discussion of federal estate and gift tax or state tax consequences. The rules under the Code governing Qualified Plans are extremely complex and often difficult to understand. Changes to the tax laws may be enforced retroactively. Anything less than full compliance with the applicable rules, all of which are subject to change from time to time, can have adverse tax consequences. The taxation of an Annuitant or other payee has become so complex and confusing that great care must be taken to avoid pitfalls. For further information you should always consult a qualified tax adviser. 26 VIII. General Matters DISTRIBUTION OF CONTRACTS ================================================================================ We pay compensation for sales of the Contracts. ================================================================================ John Hancock Distributors, LLC ("JH Distributors"), a Delaware limited liability company that we control, is the principal underwriter and distributor of the Contracts offered by this Prospectus and of other annuity and life insurance products we and our affiliates offer. JH Distributors also acts as the principal underwriter of the John Hancock Trust, whose securities are used to fund certain Variable Investment Options under the Contracts and under other annuity and life insurance products we offer. JH Distributors' principal address is 200 Bloor Street East, Toronto, Canada M4W 1E5. It also maintains offices with us at 601 Congress Street, Boston, Massachusetts 02210. JH Distributors is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member of the Financial Industry Regulatory Authority ("FINRA," formerly the National Association of Securities Dealers, Inc. or "NASD"). We offer the Contracts for sale through certain broker-dealers (firms) that have entered into selling agreements with JH Distributors and us. Broker-dealers sell the Contracts through their registered representatives who have been appointed by us to act as our insurance agents. JH Distributors, or any of its affiliates that is registered under the 1934 Act and a member of the FINRA, may also offer the Contracts directly to potential purchasers. JH Distributors pays compensation to broker-dealers for the promotion and sale of the Contracts. Contract Owners do not pay this compensation directly. These payments are made from JH Distributors' and our own revenues, profits or retained earnings, which may be derived from a number of sources, such as fees received from an underlying Portfolio's distribution plan ("12b-1 fees"), the fees and charges imposed under the Contract, and other sources. The individual representative who sells you a Contract typically will receive a portion of the compensation, under the representative's own arrangement with his or her broker-dealer. A limited number of broker-dealers may also be paid commissions or overrides to "wholesale" the Contract; that is, to provide marketing support and training services to the broker-dealer firms that do the actual selling. We may also provide compensation to broker-dealers for providing ongoing service in relation to Contract(s) that have already been purchased. Standard Compensation The amount and timing of compensation JH Distributors may pay to broker-dealers may vary depending on the selling agreement, but compensation with respect to AnnuityNote A Share Contracts sold through broker-dealers (inclusive of wholesaler overrides and expense allowances) and paid to broker-dealers at the time of the sale is not expected to exceed 3.00% of the Purchase Payment. For NAV Contracts, no compensation is paid at the time of sale. For both Contracts, however, JH Distributors may pay ongoing compensation at an annual rate of up to 0.50% of the values of the Contracts attributable to Purchase Payments. The greater the amount of compensation paid by JH Distributors at the time you make a Purchase Payment, the less it will pay as ongoing compensation. Revenue Sharing and Additional Compensation In addition to standard compensation arrangements and to the extent permitted by SEC and FINRA rules and other applicable laws and regulations, we, either directly or through JH Distributors, may enter into special compensation or reimbursement arrangements ("revenue sharing") with selected firms. We determine which firms to support and the extent of the payments that are made. Under these arrangements, the form of payment may be any one or a combination of a flat fee, a percentage of the assets we hold that are attributable to Contract allocations, a percentage of sales revenues, reimbursement of administrative expenses (including ticket charges), conference fees, or some other type of compensation. We hope to benefit from these revenue sharing arrangements through increased sales of our annuity products. In consideration of these arrangements, a firm may feature the Contract in its sales system or give us preferential access to members of its sales force. In addition, the firm may agree to participate in our marketing efforts by allowing JH Distributors or its affiliates to participate in conferences, seminars or other programs attended by the firm's sales force. These arrangements may not be offered to all firms, and the terms of such arrangements may differ between firms. We provide additional information on special compensation or reimbursement arrangements, including a list of firms authorized to distribute the 27 Contracts and to whom we paid annual amounts greater than $5,000 under these arrangements in 2008, in the Statement of Additional Information (SAI), which is available upon request (see "Statements of Additional Information," below). Any such compensation, which may be significant at times, will not result in any additional direct charge to you by us. Selling broker dealers may receive additional payments from us, either directly or through JH Distributors, in the form of cash, other special compensation or reimbursement of expenses. These additional compensation or reimbursement payments may include, for example, payments for providing conferences or seminars, sales or training programs for invited registered representatives and other employees, payments for travel expenses, including lodging, incurred by registered representatives and other employees for such seminars or training programs, seminars for the public, advertising and sales campaigns regarding the Contract, and payments to assist a firm in connection with its marketing expenses and/or other events or activities sponsored by the firms. We may contribute to, as well as sponsor, various educational programs, sales promotions and/or contests in which participating firms and their sales persons may receive gifts and prizes such as merchandise, cash, or other awards, as may be permitted by applicable FINRA rules and other applicable laws and regulations. In an effort to promote the sale of our products, our affiliated broker-dealer may pay its registered representatives additional cash incentives such as bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the Contracts that they would not receive in connection with the sale of contracts issued by unaffiliated companies. Differential Compensation Compensation negotiated and paid by JH Distributors pursuant to a selling agreement with a broker-dealer may differ from compensation levels that the broker-dealer receives for selling other variable contracts. In addition, under their own arrangements, broker-dealer firms may pay a portion of any amounts received from us to their registered representatives. As a result, registered representatives may be motivated to sell the contracts of one issuer over another issuer, or one product over another product. You should contact your registered representative for more information on compensation arrangements in connection with the sale and purchase of your Contract. CONFIRMATION STATEMENTS We will send you confirmation statements for certain transactions in your Investment Account. You should carefully review these statements to verify their accuracy. You should report any mistakes immediately to our Annuities Service Center. If you fail to notify our Annuities Service Center of any mistake within 60 days of the mailing of the confirmation statement, we will deem you to have ratified the transaction. REINSURANCE ARRANGEMENTS From time to time we may utilize reinsurance as part of our risk management program. Under any reinsurance agreement, we remain liable for the contractual obligations of the Contracts' guaranteed benefits and the reinsurer(s) agree to reimburse us for certain amounts and obligations in connection with the risks covered in the reinsurance agreements. The reinsurer's contractual liability runs solely to us, and no Contract Owner shall have any right of action against any reinsurer. In evaluating reinsurers, we consider the financial and claims paying ability ratings of the reinsurer. Our philosophy is to minimize incidental credit risk. We do so by engaging in secure types of reinsurance transactions with high quality reinsurers and diversifying reinsurance counterparties to limit concentrations. Some of the benefits that may be reinsured include living benefits, guaranteed death benefits, Fixed Investment Option guarantees, or other obligations. STATEMENTS OF ADDITIONAL INFORMATION We provide additional information about the Contracts and the Separate Accounts, including information on our history, the accumulation unit value tables, services provided to the Separate Accounts and legal and regulatory matters, in Statements of Additional Information. We filed the Statement of Additional Information with the SEC on the same date as this Prospectus and incorporate it herein by reference. You may obtain a copy of the current Statement of Additional Information without charge by contacting us at the Annuities Service Center shown on the first page of this Prospectus. The SEC also maintains a Web site (http://www.sec.gov) that contains the Statements of Additional Information and other information about us, the Contracts and the Separate Accounts. We list the Table of Contents of the Statements of Additional Information below. 28 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H Statement of Additional Information Table of Contents General Information and History 1 Services Independent Registered Public Accounting Firm 1 Servicing Agent 1 Principal Underwriter 1 Special Compensation and Reimbursement Arrangements 2 State Variations Regarding Recognition of Same-Sex Couples 5 Qualified Plan Types 5 Legal and Regulatory Matters 10 Appendix A: Audited Financial Statements A-1

JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK SEPARATE ACCOUNT A Statement of Additional Information Table of Contents General Information and History 1 Services Independent Registered Public Accounting Firm 1 Servicing Agent 1 Principal Underwriter 1 Special Compensation and Reimbursement Arrangements 2 State Variations Regarding Recognition of Same-Sex Couples 5 Qualified Plan Types 5 Legal and Regulatory Matters 10 Appendix A: Audited Financial Statements A-1

Financial Statements The Statements of Additional information also contain the Company's financial statements as of the years ended 2007 and 2008, and its Separate Accounts' financial statements as of the year ended 2008 (the "Financial Statements"). Our Financial Statements provide information on our financial strength as of the year ended 2008, including information on our general account assets that were available at that time to support our guarantees under the Contracts and any optional benefit Riders. The Company's general account is comprised of securities and other investments, the value of which may decline during periods of adverse market conditions. 29 PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION Statement of Additional Information dated May 1, 2009 (John Hancock(R) LOGO) JOHN HANCOCK ANNUITIES Statement of Additional Information John Hancock Life Insurance Company (U.S.A.) Separate Account H THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. This Statement of Additional Information should be read in conjunction with the Prospectuses dated the same date as this Statement of Additional Information. This Statement of Additional Information describes additional information regarding the variable portion of the flexible purchase payment deferred combination fixed and variable annuity contracts (singly, a "Contract" and collectively, the "Contracts" issued by JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) ("John Hancock USA") in all jurisdictions except New York as follows: PROSPECTUSES ISSUED BY JOHN HANCOCK USA (to be read with this Statement of Additional Information) John Hancock AnnuityNote A Share Variable Annuity John Hancock AnnuityNote NAV Variable Annuity Venture Variable Annuity Venture III Variable Annuity Venture Vantage Variable Annuity Venture Vision Variable Annuity Venture Strategy Variable Annuity Wealthmark Variable Annuity Wealthmark ML3 Variable Annuity You may obtain a copy of the Prospectuses listed above by contacting us at the following addresses: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) Annuities Service Center Mailing Address 164 Corporate Drive Post Office Box 9505 Portsmouth, NH 03801-6815 Portsmouth, NH 03802-9505 (617) 663-3000 or (800) 344-1029 www.jhannuities.com JHUSA SEP ACCT H SAI 05/09 Table of Contents GENERAL INFORMATION AND HISTORY .......................................... 1 ACCUMULATION UNIT VALUE TABLES ........................................... 1 SERVICES ................................................................. 1 Independent Registered Public Accounting Firm ......................... 1 Servicing Agent ....................................................... 1 Principal Underwriter ................................................. 1 Special Compensation and Reimbursement Arrangements ................... 2 STATE VARIATIONS REGARDING RECOGNITION OF SAME-SEX COUPLES ............... 5 QUALIFIED PLAN TYPES ..................................................... 6 LEGAL AND REGULATORY MATTERS ............................................. 10 APPENDIX A: AUDITED FINANCIAL STATEMENTS ................................. A-1

General Information and History John Hancock Life Insurance Company (U.S.A.) Separate Account H, (the "Separate Account") (formerly, The Manufacturers Life Insurance Company (U.S.A.) Separate Account H) is a separate investment account of John Hancock Life Insurance Company (U.S.A.), ("we," "us," "the Company," or "John Hancock USA") (formerly, The Manufacturers Life Insurance Company (U.S.A.)). We are a stock life insurance company organized under the laws of Delaware in 1979. Our principal office is located at 38500 Woodward Avenue Bloomfield Hills, Michigan 48304. We also have an Annuities Service Center located at 164 Corporate Drive, Portsmouth, New Hampshire 03801-6815. Our ultimate parent is Manulife Financial Corporation ("MFC") based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial. The Separate Account was established on August 24, 1984 as a separate account of The Manufacturers Life Insurance Company of North America ("Manulife North America"), another wholly-owned subsidiary of MFC which on January 1, 2002 merged into the Company. As a result of this merger, the Company became the owner of all of Manulife North America's assets, including the assets of the Separate Account and assumed all of Manulife North America's obligations including those under the contracts. The merger had no other effect on the terms and conditions of the contracts or on your allocations among investment options. Our financial statements which are included in this Statement of Additional Information should be considered only as bearing on our ability to meet our obligations under the contracts. They should not be considered as bearing on the investment performance of the assets held in the Separate Account. Accumulation Unit Value Tables The Accumulation Unit Value Tables are located in Appendix U of the product prospectus. Services Independent Registered Public Accounting Firm The consolidated financial statements of John Hancock Life Insurance Company (U.S.A.) at December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008, and the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account H at December 31, 2008 and for each of the two years in the period ended December 31, 2008, appearing in this Statement of Additional Information of the Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing. Servicing Agent Computer Sciences Corporation Financial Services Group ("CSC FSG") provides to us a computerized data processing recordkeeping system for variable annuity administration. CSC FSG provides various daily, semimonthly, monthly, semiannual and annual reports including: - daily updates on accumulation unit values, variable annuity participants and transactions, and agent production and commissions; - semimonthly commission statements; - monthly summaries of agent production and daily transaction reports; - semiannual statements for contract owners; and - annual contract owner tax reports. We pay CSC FSG approximately $7.80 per Contract per year, plus certain other fees for the services provided. Principal Underwriter John Hancock Distributors, LLC, ("JH Distributors"), an indirect wholly owned subsidiary of MFC, serves as principal underwriter of the contracts. Contracts are offered on a continuous basis. The aggregate dollar amounts of underwriting commissions paid to JH Distributors in 2008, 2007, and 2006 were $597,650,909, $657,183,413, and $516,555,523, respectively. 1 Special Compensation and Reimbursement Arrangements The Contracts are primarily sold through selected firms. The Contracts' principal distributor, JH Distributors, and its affiliates (collectively, "JHD") pay compensation to broker-dealers (firms) for the promotion and sale of the Contracts. The compensation JHD pays may vary depending on each firm's selling agreement, but compensation (inclusive of wholesaler overrides and expense allowances) paid to the firms for sale of the Contracts (not including riders) is not expected to exceed the standard compensation amounts referenced in the product prospectuses. The amount and timing of this compensation may differ among firms. 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. Compensation to firms for the promotion and sale of the Contracts is not paid directly by Contract owners, but we expect to recoup it through the fees and charges imposed under the Contract. We may, directly or through JHD, make, either from 12b-1 distribution fees received from the Contracts' underlying investment Portfolios or out of our own resources, 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 and are further described below, 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 variable 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 JHD, 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. The following list includes the names of member firms of the Financial Industry Regulatory Authority ("FINRA," formerly the National Association of Securities Dealers, Inc., or "NASD") (or their affiliated broker-dealers) that we are aware (as of December 31, 2008) received a revenue sharing payment of more than $5,000 with respect to annuity business during the latest calendar year: NAME OF FIRM DISTRIBUTOR 1st Global Capital Corp. A. G. Edwards & Sons, Inc. AIG - AIG Financial Advisors, Inc. AIG - Advantage Capital Corporation AIG - American General Securities AIG - FSC Securities Corporation AIG - Royal Alliance Associates, Inc. American Portfolios Financial Services AmTrust Investment Services, Inc. Arvest Investment, Inc. Banc of America Investment Services, Inc BancWest Investment Services, Inc. BOSC, Inc. Cambridge Investment Research 2 DISTRIBUTOR Centaurus Financial Citigroup Global Markets, Inc. CCO Investment Services Co. Comerica Securities Commonwealth Financial Network Compass Brokerage, Inc. Crown Capital Securities, L.P. CUE Financial Group CUSO Financial Services, L.P. Essex National Securities First Allied Securities Fifth Third Securities, Inc. Founders Financial Geneos Wealth Management, Inc. GunnAllen Financial, Inc. H.D. Vest Investment Services Harbour Investments Inc. Independent Financial Group, LLC ING - Financial Network Investment Corp. ING Financial Partners ING - Multi-Financial Securities Corporation ING - PrimeVest Financial Services, Inc. InterSecurities Investacorp, Inc. Investment Professionals, Inc. J.J.B. Hilliard, W.L. Lyons, Inc. James T Borello & Co. Janney Montgomery Scott, LLC John Hancock Financial Network Key Investments Services, LLC Lasalle Financial Services, Inc. Lasalle St. Securities, LLC Lincoln Financial Advisors Corporation Lincoln Financial Securities Corp. LPL - Associated Securities Corporation LPL Financial Corp. LPL - Mutual Services Corp. LPL - Uvest Financial LPL - Waterstone Financial Group, Inc. M Holdings Securities, Inc. Main Street Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Inc. MML Investors Services, Inc. Money Concepts Capital Corporation Morgan Keegan & Co., Inc. Morgan Stanley & Co., Inc. Next Financial. NFP Securities NPH - Investment Center of America, Inc. NPH - Invest Financial Corporation NPH - National Planning Corp. NPH - SII Investments, Inc. PAC - United Planners Financial Services Pacific West Securities, Inc. Packerland Brokerage Services, Inc. Pension Planners Securities, Inc. PNC Financial Prime Capital Services, Inc. 3 DISTRIBUTOR ProEquities, Inc. Prospera Financial Questar Capital Corporation Raymond James Associates Raymond James Financial Services RBC Dain Rauscher, Inc. Robert W. Baird & Co., Inc. Sammons Securities Securities America, Inc. Sigma Financial Corporation Stifel, Nicolaus & Company, Inc The Huntington Investment Company Tower Square Securities, Inc. Transamerica Financial Advisors, Inc. UBS Financial Services, Inc. Unionbanc Investment Services, Inc. Wachovia Securities Financial Network Wachovia Securities LLC, (ISG) Wachovia Securities LLC, (PCG) Walnut Street Securities, Inc. Wells Fargo Investments, LLC Woodbury Financial Services, Inc. Your registered representative can provide you with more information about the compensation arrangements that apply upon the sale of a variable annuity contract. Inclusion on this list does not imply that these sums necessarily constitute "special cash compensation" as defined by NASD Conduct Rule 2830(l)(4). We will endeavor to update this listing annually; interim arrangements may not be reflected. We assume no duty to notify any investor whether his or her registered representative is or should be included in any such listing. You are encouraged to review the prospectus for each Portfolio for any other compensation arrangements pertaining to the distribution of Portfolio shares. We may, directly or through JHD, also have arrangements with intermediaries that are not members of FINRA. Sales and Asset Based Payments. We may, directly or through JHD, make revenue sharing payments as incentives to certain firms to promote and sell the Contracts. We hope to benefit from revenue sharing by increasing Contract sales. In consideration for revenue sharing, a firm may feature the Contracts in its sales system or give us additional access to members of its sales force or management. In addition, a firm may agree to participate in our marketing efforts by allowing us to participate in conferences, seminars or other programs attended by the firm's sales force. Although a firm may seek revenue sharing payments to offset costs incurred by the firm in servicing its clients that have purchased the Contracts, the firm may earn a profit on these payments. Revenue sharing payments may provide a firm with an incentive to favor the Contracts in its sales efforts. The revenue sharing payments we make may be calculated on sales of our products by the firm ("Sales-Based Payments"). These payments are based upon a percentage of the total amount of money received, or anticipated to be received, for sales through a firm of some or all of the insurance products that we and/or our affiliates offer. We make these payments on a periodic basis. Such payments also may be calculated based upon the "assets under management" attributable to a particular firm ("Asset-Based Payments"). These payments are based upon a percentage of the contract value of some or all of our (and/or our affiliates') insurance products that were sold through the firm. We make these payments on a periodic basis. Sales-Based Payments primarily create incentives to make new sales of our insurance products and Asset-Based Payments primarily create incentives to service and maintain previously sold Contracts. We may pay a firm either or both Sales-Based Payments and Asset-Based Payments. Administrative and Processing Support Payments. We may, directly or through JHD, also make payments to certain firms that sell our products for certain administrative services, including record keeping and sub-accounting Contract owner accounts, and in connection with account maintenance support, statement preparation and transaction processing. The types of payments that we may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a firm, payment 4 of networking fees in connection with certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a firm's mutual fund trading system. Other Payments. We may, directly or through JHD, also provide, either from the 12b-1 distribution fees received from the Portfolios underlying the Contracts or out of our own resources, additional compensation to firms that sell or arrange for the sale of Contracts. Such compensation may include seminars for the public, advertising and sales campaigns regarding the Contracts to assist a firm in connection with its systems, operations and marketing expenses, or for other activities of a selling firm or wholesaler. We may contribute to, as well as sponsor, various educational programs, sales contests and/or promotions in which participating firms and their sales persons may receive prizes such as merchandise, cash, or other awards. Other compensation may be offered to the extent not prohibited by federal or state laws or any self-regulatory agency, such as FINRA. We make payments for entertainment events we deem appropriate, subject to our guidelines and applicable law. These payments may vary widely, depending upon the nature of the event or the relationship. We may make these payments upon the initiation of a relationship with a firm, and at any time thereafter. We may have other relationships with firms relating to the provisions of services to the Contracts, such as providing omnibus account services, transaction processing services, or effecting portfolio transactions for Portfolios. If a firm provides these services, we may compensate the firm for these services. In addition, a firm may have other compensated or uncompensated relationships with us that are not related to the Contracts. Signator Investors, Inc. may pay their respective registered representatives additional cash incentives in the form of bonus payments, expense payments, employment benefits or the waiver of overhead costs or expenses in connection with the sale of the Contracts that they would not receive in connection with the sale of contracts issued by unaffiliated companies. State Variations Regarding Recognition of Same-Sex Couples The Federal Defense of Marriage Act ("DOMA") does not recognize civil unions or same-sex marriage. Therefore, the federal tax treatment available to spouses who fall within the definition of DOMA may not be available to civil union or same-sex marriage partners. However, the following table identifies the states that may, pursuant to state law, extend to civil union and same-sex marriage partners the same benefits (other than federal tax benefits) that are granted to spouses who fall within the definition of DOMA:
STATE TYPE OF JURISDICTION RELATED RULE -------------------- ----------------------------------- ----------------------------- California Domestic Partnership Civil Union, Connecticut Same-Sex Marriage District of Columbia Domestic Partnership Hawaii Reciprocal Beneficiary Relationship Maine Domestic Partnerships Maryland Domestic Partnership Massachusetts Same-Sex Marriage New Hampshire Civil Union Civil Union, Also recognizes spouses of New Jersey Domestic Partnership same-sex marriages who were married in another jurisdiction New York -- Recognizes spouses of civil unions and same-sex marriages who were married in another jurisdiction Oregon Domestic Partnership Rhode Island -- Recognizes spouses of civil unions and same-sex marriages who were married in another jurisdiction Vermont Civil Union Washington Domestic Partnership
5 Qualified Plan Types TRADITIONAL IRAs Individual Retirement Annuities Section 408 of the Code permits eligible individuals to contribute to an individual retirement program known as an Individual Retirement Annuity or IRA (sometimes referred to as a traditional IRA to distinguish it from the Roth IRA discussed below). IRAs are subject to limits on the amounts that may be contributed and deducted, the persons who may be eligible and the time when distributions may commence. Also, distributions from certain other types of qualified retirement plans may be rolled over on a tax-deferred basis into an IRA. The Contract may not, however, be used in connection with an Education IRA under Section 530 of the Code. The Contract may be issued with a death benefit or certain benefits provided by an optional rider. The presence of such benefits may increase the amount of any required minimum distributions for IRAs and other Contracts subject to the required minimum distribution rules. Distributions In general, unless you have made non-deductible contributions to your IRA, all amounts paid out from a traditional IRA contract (in the form of an annuity, a single sum, death benefits or partial withdrawal), are taxable to the payee as ordinary income. As in the case of a Contract not purchased under a Qualified Plan, you may incur an additional 10% penalty tax if you make a surrender or withdrawal before you reach age 59 1/2 (unless certain exceptions apply as specified in Code Section 72(t)). If you have made any non-deductible contributions to an IRA contract, all or part of any withdrawal or surrender distribution, single sum death benefit or annuity payment, may be excluded from your taxable income when you receive the distribution. The tax law requires that annuity payments or other distributions under a traditional IRA contract begin no later than April 1 of the year following the year in which the Owner attains age 70 1/2. The amount that must be distributed each year is computed on the basis of the Owner's age and the value of the Contract, taking into account both the account balance and, in 2006 and subsequent years, the actuarial present value of other benefits provided under the Contract. 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 they differ in certain significant 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: - made after the Owner attains age 59 1/2; - made after the Owner's death; - attributable to the Owner being disabled; or - 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. Distributions must, however, begin after the Owner's death. A Roth IRA may (subject to constraints explained below under "Conversion or Direct Rollover to a Roth IRA") accept a "qualified rollover contribution" from another Roth IRA, a traditional IRA, a qualified retirement plan described in Section 401(a) or 403(a) of the Code, a tax-sheltered annuity contract described in Section 403(b) of the Code, or an eligible deferred compensation plan maintained by a governmental employer under Section 457(b) of the Code. If the Contract is issued with certain death benefits or benefits provided by an optional rider, the presence of these benefits may increase the amount of any required minimum distributions for IRAs (which include Roth IRAs) and other Contracts subject to the minimum distribution rules. Also, the state tax treatment of a Roth IRA may differ from the federal income tax treatment of a Roth IRA. YOU SHOULD SEEK INDEPENDENT TAX ADVICE IF YOU INTEND TO USE THE CONTRACT IN CONNECTION WITH A ROTH IRA. Conversion or Direct Rollover to a Roth IRA You can convert a traditional IRA to a Roth IRA or directly roll over distributions that you receive from a retirement plan described in Sections 401(a), 403(a), or 403(b) of the Code or a governmental deferred compensation plan described in Section 457(b) of the Code to a Roth IRA unless: - you have adjusted gross income over $100,000; or 6 - you are a married tax payer filing a separate return. These restrictions do not apply in tax years beginning after December 31, 2009. The Roth IRA annual contribution limit does not apply to converted or rollover amounts. You must, however, pay tax on any portion of the converted or rollover amount that would have been taxed if you had not converted or rolled over to a Roth IRA. No similar limitations apply to rollovers to a Roth IRA from another Roth IRA or from a designated Roth account within a qualified retirement plan. Please note that the amount deemed to be the "converted amount" for tax purposes may be higher than the Contract Value because of the deemed value of guarantees. If the converted or rollover amount is held in an annuity contract issued by us, we may have to withhold (make a contract withdrawal and remit to the IRS) up to 20% of the taxable gain in the contract. This amount withheld could reduce the benefit value of any elected optional guarantee rider, in a proportion determined by the rider. You may find it advantageous to pay the tax due on the conversion from resources outside of the annuity contract in order to avoid any benefit reduction. YOU SHOULD SEEK INDEPENDENT TAX ADVICE IF YOU INTEND TO USE THE CONTRACT IN CONNECTION WITH A ROTH IRA. SIMPLE IRA PLANS In general, under Section 408(p) of the Code a small business employer may establish a SIMPLE IRA retirement plan if the employer employed no more than 100 employees earning at least $5,000 during the preceding year. Under a SIMPLE IRA plan both employees and the employer make deductible contributions. 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. If the Contract is issued with certain death benefits or benefits provided by an optional rider, the presence of these benefits may increase the amount of any required minimum distributions for IRAs (which would include SIMPLE IRAs) and other Contracts subject to the minimum distribution rules. The requirements for minimum distributions from a SIMPLE IRA retirement plan are generally the same as those discussed above for distributions from a traditional IRA. The rules on taxation of distributions are also similar to those that apply to a traditional IRA, except that (i) tax free rollovers may be made from a SIMPLE IRA plan only to another SIMPLE IRA plan during the first two years of participation in the plan; and (ii) the penalty tax on early distribution from a SIMPLE IRA plan that occurs during the first two years of participation is 25%, instead of 10%. EMPLOYERS INTENDING TO USE THE CONTRACT IN CONNECTION WITH SUCH PLANS SHOULD SEEK INDEPENDENT TAX ADVICE. 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. If the Contract is issued with certain death benefits or benefits provided by an optional rider, the presence of these benefits may increase the amount of any required minimum distributions for IRAs (which would include SEP - IRAs) and other Contracts subject to the minimum distribution rules. The requirements for minimum distributions from a SEP - IRA, and rules on taxation of distributions from a SEP - IRA, are generally the same as those discussed above for distributions from a traditional IRA. SECTION 403(b) QUALIFIED PLANS OR TAX-SHELTERED ANNUITIES Section 403(b) of the Code permits public school employees and employees of certain types of tax-exempt organizations to have their employers purchase annuity contracts for them and, subject to certain limitations, to exclude the Purchase Payments from gross income for tax purposes. These Contracts are commonly referred to as "tax-sheltered annuities." PURCHASERS OF THE CONTRACTS FOR SUCH PURPOSES SHOULD SEEK INDEPENDENT ADVICE AS TO ELIGIBILITY, LIMITATIONS ON PURCHASE PAYMENTS, AND OTHER TAX CONSEQUENCES. In particular, purchasers should note that the Contract provides death benefit options that may exceed the greater of the Purchase Payments and Contract Value. It is possible that the presence of the death benefit could be characterized by the IRS as an "incidental death benefit" and result in currently taxable income to the Owner. There also are limits on the amount of incidental benefits that may be provided under a tax-sheltered annuity. If a Contract is issued with a death benefit or benefits provided by an optional rider, the presence of these benefits may increase the amount of any required minimum distributions that must be made. Final regulations concerning tax sheltered annuity contracts became effective on July 26, 2007, but are generally applicable for tax years beginning after December 31, 2008. These regulations require the employer to adopt a written defined contribution plan which, in both form and operation, satisfies the requirements of the regulations. The regulations specify that any exchange of a 403(b) annuity contract for another 403(b) annuity contract occurring after September 24, 2007 will not be treated as a taxable distribution provided the employer and the company issuing the new contract have agreed to share information concerning the employee's employment status, hardship distributions and loans, if any. 7 Restrictions on Section 403(b) Qualified Plans AVAILABILITY. We currently are not offering this Contract for use in a retirement plan intended to qualify as a Section 403(b) Qualified Plan (a "Section 403(b) Qualified Plan" or the "Plan") unless (a) we (or an affiliate of ours) previously issued annuity contracts to that retirement plan, (b) the initial purchase payment for the new Contract is sent to us directly from the Section 403(b) Qualified Plan through your employer, the Plan's administrator, the Plan's sponsor or in the form of a transfer acceptable to us, (c) we have entered into an agreement with your Section 403(b) Qualified Plan concerning the sharing of information related to your Contract (an "Information Sharing Agreement"), and (d) unless contained in the Information Sharing Agreement, we have received a written determination by your employer, the Plan administrator or the Plan sponsor of your Section 403(b) Qualified Plan that the plan qualifies under Section 403(b) of the Code and complies with applicable Treasury regulations (a "Certificate of Compliance") (Information Sharing Agreement and Certificate of Compliance, together the "Required Documentation"). We may accept, reject or modify any of the terms of a proposed Information Sharing Agreement presented to us, and make no representation that we will enter into an Information Sharing Agreement with your Section 403(b) Qualified Plan. In the event that we do not receive the Required Documentation and you nonetheless direct us to proceed with a rollover transfer of initial Purchase Payment funds, the transfer may be treated as a taxable transaction. OWNERSHIP. You may not sell, assign, transfer, discount or pledge (as collateral for a loan or as security for the performance of an obligation, or for any other purpose) a 403(b) Qualified Contract or some or all of such a Contract's value to any person other than us without the consent of an employer, a Plan administrator or a Plan sponsor. A request to transfer ownership must be accompanied by the Required Documentation. In the event we do not receive the Required Documentation and you nonetheless direct us to proceed with a transfer of ownership, the transfer may be treated as a taxable transaction and your Contract may no longer be qualified under Section 403(b), which may result in additional adverse tax consequences to you. ADDITIONAL PURCHASE PAYMENTS. We will not accept Additional Purchase Payments in the form of salary reduction, matching or other similar contributions in the absence of the Required Documentation. Matching or other employer contributions to Contracts issued on or after January 1, 2009, will be subject to restrictions on withdrawals specified in the Section 403(b) Qualified Plan. We will not knowingly accept transfers, in the absence of the Required Documentation, from another existing annuity contract or other investment under a Section 403(b) Qualified Plan to a previously issued Contract used in a Section 403(b) Qualified Plan. Such transfers shall be made directly from a Plan through an employer, a Plan administrator or a Plan sponsor, or by a transfer acceptable to us. In the event that we do not receive the Required Documentation and you nonetheless direct us to proceed with the Additional Purchase Payments, the Additional Purchase Payment may be treated as a taxable transaction and your Contract may no longer be qualified under Section 403(b), which may result in additional adverse tax consequences to you. WITHDRAWALS. Tax-sheltered annuity contracts must contain restrictions on withdrawals of: - contributions made pursuant to a salary reduction agreement in years beginning after December 31, 1988; - earnings on those contributions; and - earnings after 1988 on amounts attributable to salary reduction contributions (and earnings on those contributions) held as of the last day of 1988. These amounts can be paid only if the employee has reached age 59 1/2, separated from service, died, or become disabled (within the meaning of the tax law), or in the case of hardship (within the meaning of the tax law). Amounts permitted to be distributed in the event of hardship are limited to actual contributions for elective contributions made after 1988; 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. Exercise of the withdrawal right for each withdrawal under the Contract may be subject to the terms of the Section 403(b) Qualified Plan and may require the consent of the employer, the Plan administrator or the Plan sponsor, as well as the participant's spouse, under Section 403(b) of the Code and applicable Treasury Regulations. In the event that we do not receive the Required Documentation and you nonetheless direct us to proceed with the withdrawal, your Contract may no longer be qualified under Section 403(b), which may result in additional adverse tax consequences to you. Employer consent is not required when we have received documentation in a form acceptable to us confirming that you have reached age 59 1/2, separated from service, died or become disabled. (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.) 8 LOANS. Loans from Qualified Contracts intended for use under Section 403(b) Qualified Plans, where allowed, are subject to a variety of limitations, including restrictions as to the amount that may be borrowed, the duration of the loan and the manner in which the loan must be repaid. We currently offer a loan privilege to Owners of Contracts issued in connection with Section 403(b) Qualified Plans: 1) that were issued prior to January 1, 2009; 2) that are not subject to Title 1 of ERISA, and 3) that have not elected a guaranteed minimum withdrawal benefit Rider. We will not permit nor support loans from Contracts issued on or after January 1, 2009 in connection with Section 403(b) Qualified Plans. COLLECTING AND USING INFORMATION. Through your participation in a retirement plan intended to qualify under Section 403(b), the Company, your employer, your Plan administrator, and your Plan sponsor collect various types of confidential information you provide in your agreements, such as your name and the name of any Beneficiary, Social Security Numbers, addresses, and occupation information. The Company, your employer, the Plan administrator, and your Plan sponsor also collect confidential information relating to your Plan transactions, such as contract values, purchase payments, withdrawals, transfers, loans and investments. In order to comply with IRS regulations and other applicable law in servicing your Contract, the Company, your employer, the Plan administrator and the Plan sponsor may be required to share such confidential information among themselves, other current, former or future providers under the Section 403(b) Qualified Plan, and among their employees. By applying for or purchasing a Contract for use in a Section 403(b) Qualified Plan or by intending to make an additional purchase payment, transfer of ownership, transfer, withdrawal or loan on an existing Contract for use in a Section 403(b) Qualified Plan, you consent to such sharing of confidential information. The Company will not disclose any such confidential information to anyone, except as permitted by law or in accordance with your consent. If you are considering making a rollover transfer from a retirement plan described in Section 403(b) of the Code to a traditional IRA or a Roth IRA, you should consult with a tax advisor regarding possible tax consequences. If you have a loan outstanding under the section 403(b) plan, the transfer may subject you to income taxation on the amount of the loan balance. Restrictions Under the Texas Optional Retirement Program Section 830.105 of the Texas Government Code permits participants in the Texas Optional Retirement Program ("ORP") to withdraw their interest in a variable annuity contract issued under the ORP only upon: - termination of employment in all Texas public institutions of higher education; - retirement; - death; or - the participant's attainment of age 70 1/2. Accordingly, before you withdraw any amounts from the Contract, you must furnish proof to us that one of these four events has occurred. For these purposes a change of company providing ORP benefits or a participant's transfer between institutions of higher education is not a termination of employment. Consequently there is no termination of employment when a participant in the ORP transfers the Contract Value to another Contract or another qualified custodian during the period of participation in the ORP. 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-deferred 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 to establish tax-favored retirement plans for themselves and their employees. Such retirement plans may permit the purchase of annuity contracts in order to provide benefits under the plans. The Contract provides death benefit options that in certain circumstances may exceed the greater of the Purchase Payments and Contract Value. It is possible that the presence of the death benefit could be characterized by the IRS as an "incidental death benefit" and result in currently taxable income to the participant. There also are limits on the amount of incidental benefits that may be provided under pension and profit sharing plans. If the Contract is issued with certain death benefits or benefits provided under an optional rider, the presence of these benefits may increase the amount of any required minimum distributions that must be made. EMPLOYERS INTENDING TO USE THE CONTRACT IN CONNECTION WITH SUCH PLANS SHOULD SEEK INDEPENDENT ADVICE. Minimum distributions to the employee under an employer's pension and profit sharing plan qualified under Section 401(a) of the Code must begin no later than April 1 of the year following the calendar year in which the employee reaches age 70 1/2 or, if later, retires. In the case of an employee who is a 5 percent Owner as defined in Code Section 416, the required beginning date is April 1 of the year following the calendar year in which employee reaches age 70 1/2. DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT ORGANIZATIONS Section 457 of the Code permits employees of state and local governments and tax-exempt organizations to defer a portion of their compensation without paying current taxes. The employees must be participants in an eligible deferred compensation plan. 9 Generally, a Contract purchased by a state or local government or a tax-exempt organization will not be treated as an annuity contract for federal income tax purposes. A Section 457 plan must satisfy several conditions, including the requirement that it must not permit distributions prior to your separation from service (except in the case of an unforeseen emergency). When we make payments under your Contract, the payment is taxed as ordinary income. Minimum distributions under a Section 457 plan must begin no later than April 1 of the year following the year in which the employee reaches age 70 1/2 or, if later, retires. Legal and Regulatory Matters There are no legal proceedings to which we, the Separate Account or the principal underwriter is a party, or to which the assets of the Separate Account are subject, that are likely to have a material adverse effect on: - the Separate Account; or - the ability of the principal underwriter to perform its contract with the Separate Account; or - on our ability to meet our obligations under the variable annuity contracts funded through the Separate Account. On June 25, 2007, John Hancock Investment Management Services, LLC (the "Adviser") and John Hancock Distributors LLC (the "Distributor") and two of their affiliates (collectively, the "John Hancock Affiliates") reached a settlement with the Securities and Exchange Commission ("SEC") that resolved an investigation of certain practices relating to the John Hancock Affiliates' variable annuity and mutual fund operations involving directed brokerage and revenue sharing. Under the terms of the settlement, each John Hancock Affiliate was censured and agreed to pay a $500,000 civil penalty to the United States Treasury. In addition, the Adviser and the Distributor agreed to pay disgorgement of $14,838,943 and prejudgment interest of $2,001,999 to the John Hancock Trust Portfolios that participated in the Adviser's commission recapture program during the period from 2000 to April 2004. Collectively, all John Hancock Affiliates agreed to pay a total disgorgement of $16,926,420 and prejudgment interest of $2,361,460 to the entities advised or distributed by John Hancock Affiliates. The Adviser discontinued the use of directed brokerage in recognition of the sale of Portfolio shares in April 2004. 10 APPENDIX A: Audited Financial Statements [To be updated by amendment] A-1 PART C OTHER INFORMATION Guide to Name Changes and Successions: NAME CHANGES
DATE OF CHANGE OLD NAME NEW NAME ------------------ ---------------------------------------- ----------------------------------------------- October 1, 1997 NASL Variable Account The Manufacturers Life Insurance Company of North America Separate Account A October 1, 1997 North American Security Life Insurance The Manufacturers Life Insurance Company Company of North America November 1, 1997 NAWL Holding Co., Inc. Manulife-Wood Logan Holding Co., Inc. September 24, 1999 Wood Logan Associates, Inc. Manulife Wood Logan, Inc January 1, 2005 The Manufacturers Life Insurance Company John Hancock Life Insurance Company (U.S.A.) (U.S.A.) Separate Account A Separate Account A January 1, 2005 The Manufacturers Life Insurance Company John Hancock Life Insurance Company (U.S.A.) (U.S.A.) January 1, 2005 Manulife Financial Securities LLC John Hancock Distributors LLC January 1, 2005 Manufacturers Securities Services LLC John Hancock Investment Management Services LLC
On September 30, 1997, Manufacturers Securities Services, LLC succeeded to the business of NASL Financial Services, Inc. The following changes became effective January 1, 2002: (a) The Manufacturers Life Insurance Company of North America ("Manulife North America") merged into The Manufacturers Life Insurance Company (U.S.A.) with the latter becoming the owner of all of Manulife North America's assets; (b) Manulife Financial Securities LLC became the successor broker-dealer to Manufacturers Securities Services, LLC. * * * * * Item 24. Financial Statements and Exhibits (a) Financial Statements (1) Financial Statements of the Registrant, John Hancock Life Insurance Company (U.S.A.) Separate Account H, (Part B of the registration statement). [TO BE FILED BY AMENDMENT] (2) Financial Statements of the Depositor, John Hancock Life Insurance Company (U.S.A.) (Part B of the registration statement). [TO BE FILED BY AMENDMENT] (b) Exhibits (1) (i) Resolution of the Board of Directors of Manufacturers Life Insurance Company (U.S.A.) establishing The Manufacturers Life Insurance Company Separate Account H - Incorporated by reference to Exhibit (1)(i) to pre-effective amendment no. 1 to this registration statement, file number 333-70728, filed January 2, 2002 (the "Pre-Effective Amendment") (2) Agreements for custody of securities and similar investments - Not Applicable. (3) (i) Underwriting Agreement dated August 10, 1995-- Incorporated by reference to Exhibit (b)(3)(i) to Form N-4, file number 33-76162, filed February 25, 1998. (ii) Distribution and Servicing Agreement dated February 17, 2009. [FILED HEREWITH] (iii) General Agent and Broker - Dealer Selling Agreement, [FILED HEREWITH] (4) (a) Form of Specimen Modified Single Purchase Payment Individual Deferred Variable Annuity Contract, Non-Participating [TO BE FILED BY AMENDMENT] (5) (a) Form of Specimen Application for Modified Single Purchase Payment Individual Deferred Variable Annuity Contract, Non-Participating [TO BE FILED BY AMENDMENT] (6) (i) Restated Articles of Redomestication of The Manufacturers Life Insurance Company (U.S.A.) - Incorporated by reference to Exhibit A(6) to the registration statement on Form S-6 filed July 20, 2000 (File No. 333-41814). (ii) Certificate of Amendment to Certificate of Incorporation of the Company, Name Change July 1984 -- Incorporated by reference to Exhibit (3)(i)(a) to Form 10Q of The Manufacturers Life Insurance Company of North America, filed November 14, 1997. (iii) Certificate of Amendment to Certificate of Incorporation of the Company changing its name to John Hancock Life Insurance Company (U.S.A.) effective January 1, 2005 - Incorporated by reference to Exhibit (b)(6)(iii) to Form N-4, file no. 333-70728, filed May 1, 2007. (iv) By-laws of The Manufacturers Life Insurance Company (U.S.A.) - Incorporated by reference to Exhibit A(6)(b) to the registration statement on Form S-6 filed July 20, 2000 (File No. 333-41814). (v) Amendment to By-Laws reflecting the Company's name change to John Hancock Life Insurance Company (U.S.A.) effective January 1, 2005 - Incorporated by reference to Exhibit (b)(6)(v) to Form N-4, file no. 333-70728, filed May 1, 2007. (7) Contract of reinsurance in connection with the variable annuity contracts being offered - Not Applicable. (8) Other material contracts not made in the ordinary course of business which are to be performed in whole or in part on or after the date the registration statement is filed: (a)(i) CSC Customer Agreement dated June 30, 2004. [FILED HEREWITH] [Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on April 1, 2009.] (ii) Addendum No. 2 to the Remote Service Exhibit Number 1 dated July 1, 2006 with CSC - [FILED HEREWITH] [Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC on April 1, 2009.] (b)(i) Merger Agreement with The Manufacturers Life Insurance Company (U.S.A.) and The Manufacturers Life Insurance Company of North America [FILED HEREWITH] (c)(i) Participation Agreement among John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company and John Hancock Trust dated April 20, 2005. Incorporated by reference to pre-effective amendment no. 1 file number 333-126668 filed with the Commission on October 12, 2005. (ii) Shareholder Information Agreement between John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance, and John Hancock Trust portfolios (except American Funds Insurance Series) dated April 16, 2007. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007. (iii) Shareholder Information Agreement between John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance, and John Hancock Trust on behalf of series of the Trust that are feeder funds of the American Funds Insurance Series dated April 16, 2007. Incorporated by reference to post-effective amendment number 9 file number 333-85284 filed with the Commission in April, 2007. (9) Opinion of Counsel and consent to its use as to the legality of the securities being registered - Incorporated by reference to Exhibit 24(b)(9) to Pre-Effective Amendment No. 1 to this registration statement on Form N-4, file no. 333-143073, filed August 13, 2007. (10) Written consent of independent registered public accounting firm [TO BE FILED BY AMENDMENT] (11) All financial statements omitted from Item 23, Financial Statements--NOT APPLICABLE. (12) Agreements in consideration for providing initial capital between or among Registrant, Depositor, Underwriter or initial contract owners -- NOT APPLICABLE. (13) Schedules of computation,-- Incorporated by reference to Exhibit (b)(13) to post-effective amendment no. 2 to Form N-4, file number 33-76162, filed March 1, 1996. (14) Financial Data Schedule - NOT APPLICABLE. (15) Powers of Attorney (i) Powers of Attorney (James R. Boyle, Marc Costantini, John D. DesPrez III, Steven Finch, Katherine MacMillan, Stephen McArthur, Hugh McHaffie, Rex Schlaybaugh, Jr., Diana Scott) - Incorporated by reference to Exhibit 24(b)(15) to Post-Effective Amendment No. 1 to this registration statement on Form N-4, file no. 333-143073, filed April 28, 2008. Item 25. Directors and Officers of the Depositor. OFFICERS AND DIRECTORS OF JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) EFFECTIVE MARCH 5, 2009
NAME AND PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR ---------------------- ------------------------------------------------------- John D. DesPrez III* Chairman & President Hugh McHaffie* Director, Executive Vice President, Wealth Management James R. Boyle* Director, Executive Vice President, Life Insurance Steven A. Finch* Director, Executive Vice President & General Manager, John Hancock Life Insurance Marc Costantini* Director, Executive Vice President & General Manager, John Hancock Annuities Scott Hartz*** Director, Executive Vice President and Chief Investment Officer, US Investments Diana Scott* Director, Senior Vice President, Human Resources Rex Schlaybaugh, Jr.* Director Katherine MacMillan** Director, Executive Vice President & General Manager, John Hancock Retirement Plan Services Stephen R. McArthur** Director, Executive Vice President & General Manager, Reinsurance Jonathan Chiel* Executive Vice President & General Counsel Lynne Patterson* Senior Vice President & Chief Financial Officer Peter Levitt** Senior Vice President & Treasurer Jeffery J. Whitehead* Vice President & Controller Allan Hackney* Senior Vice President & Chief Information Officer Emanuel Alves* Vice President, Counsel & Corporate Secretary Kris Ramdial** Vice President, Treasury John Brabazon*** Vice President & CFO, US Investments Philip Clarkson* Vice President, Taxation Brian Collins** Vice President, Taxation Mitchell A. Karman* Vice President, Chief Compliance Officer & Counsel Richard Harris*** Vice President & Appointed Actuary
* Principal business office is 601 Congress Street, Boston, MA 02210 ** Principal business office is 200 Bloor Street, Toronto, Canada M4W 1E5 *** Principal business office is 197 Clarendon Street, Boston, MA 02117 Item 26. Persons Controlled by or Under Common Control with Depositor or Registrant. Registrant is a separate account of John Hancock Life Insurance Company (U.S.A.) (the "Company"), operated as a unit investment trust. Registrant supports certain benefits payable under the Company's variable annuity contracts by investing assets allocated to various investment options in shares of John Hancock Trust (the "Trust"), which is a "series" type of mutual fund registered under the Investment Company Act of 1940 (the "Act") as an open-end management investment company. The purchasers of variable annuity and variable life insurance contracts, in connection with which the Trust is used, will have the opportunity to instruct the Company with respect to the voting of the shares of the Series Fund held by Registrant as to certain matters. Subject to the voting instructions, the Company directly controls Registrant. On the effective date of this Amendment to the Registration Statement, the Company and its affiliates are controlled by Manulife Financial Corporation ("MFC"). A list of other persons controlled by MFC as of December 31, 2008 appears below: [TO BE UPDATED BY AMENDMENT]. Item 27. Number of Contract Owners. As of DECEMBER 31, 2008, there were no qualified and no non-qualified contracts of the series offered hereby outstanding. Item 28. Indemnification. Article XII of the Restated Articles of Redomestication of the Company provides as follows: No director of this Corporation shall be personally liable to the Corporation or its shareholders or policyholders for monetary damages for breach of the director's fiduciary duty, provided that the foregoing shall not eliminate or limit the liability of a director for any of the following: i) a breach of the director's duty or loyalty to the Corporation or its shareholders or policyholders; ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; iii) a violation of Sections 5036, 5276 or 5280 of the Michigan Insurance Code, being MCLA 500.5036, 500.5276 and 500.5280; iv) a transaction from which the director derived an improper personal benefit; or v) an act or omission occurring on or before the date of filing of these Articles of Incorporation. If the Michigan Insurance Code is hereafter amended to authorize the further elimination or limitation of the liability of directors. then the liability of a director of the Corporation, in addition to the limitation on personal liability contained herein, shall be eliminated or limited to the fullest extent permitted by the Michigan Insurance Code as so amended. No amendment or repeal of this Article XII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of any such amendment or repeal. Notwithstanding the foregoing, Registrant hereby makes the following undertaking pursuant to Rule 484 under the Securities Act of 1933: Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 29. Principal Underwriters. (a) Set forth below is information concerning other investment companies for which John Hancock Distributors, LLC ("JHD LLC"), the principal underwriter of the contracts, acts as investment adviser or principal underwriter.
NAME OF INVESTMENT COMPANY CAPACITY IN WHICH ACTING ------------------------------------------------------------------ ------------------------ John Hancock Life Insurance Company (U.S.A.) Separate Account H Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account A Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account N Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account I Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account L Principal Underwriter John Hancock Life Insurance Company (U.S.A.) Separate Account M Principal Underwriter John Hancock Life Insurance Company of New York Separate Account A Principal Underwriter John Hancock Life Insurance Company of New York Separate Account B Principal Underwriter John Hancock Variable Annuity Account H Principal Underwriter John Hancock Variable Annuity Account U Principal Underwriter John Hancock Variable Annuity Account V Principal Underwriter John Hancock Variable Life Account UV Principal Underwriter John Hancock Variable Annuity Account I Principal Underwriter John Hancock Variable Annuity Account JF Principal Underwriter John Hancock Variable Life Account S Principal Underwriter John Hancock Variable Life Account U Principal Underwriter John Hancock Variable Life Account V Principal Underwriter
(b) John Hancock Life Insurance Company (U.S.A.) is the sole member of John Hancock Distributors LLC (JHD LLC). The management of JHD LLC is vested in its board of managers (consisting of Edward Eng**, Barry Evans+, Steve Finch***, Lynne Patterson*, Christopher M. Walker** and Karen Walsh*) who have authority to act on behalf of JHD LLC. * Principal business office is 601 Congress Street, Boston, MA 02210 ** Principal business office is 200 Bloor Street, Toronto, Canada M4W 1E5 *** Principal business office is 197 Clarendon St, Boston, MA 02116 + Principal business office is 101 Huntington Street, Boston, MA 02199 (c) None. Item 30. Location of Accounts and Records. All books and records are maintained at 601 Congress Street, Boston, MA 02210. Item 31. Management Services. None. Item 32. Undertakings. (a) Representation of Insurer Pursuant to Section 26 of the Investment Company Act of 1940 John Hancock Life Insurance Company (U.S.A.) ("Company") hereby represents that the fees and charges deducted under the contracts issued pursuant to this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company. (b) Representation of Registrant Pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended Registrant is relying on a no-action letter issued in connection with funding vehicles for retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code of 1986, as amended, on November 28, 1988, SEC Reference No. IP-6-88, and is complying with the provisions of paragraphs 1-4 of such no action letter. (c) Undertakings Pursuant to Item 32 of Form N-4 (1) The Depositor and Registrant will file a post-effective amendment to this registration statement as frequently as is necessary to insure that the audited financial statements in the registration statement are never longer than 16 months old for so long as payments under the variable annuity contracts may be accepted; (2) The Depositor and Registrant will include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; and (3) The Depositor and Registrant will deliver any Statement of Additional Information and any financial statements required to be made available under this form promptly upon written or oral request. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant and the Depositor have caused this Registration Statement to be signed on their behalf in the City of Boston, Massachusetts, on this thirtieth day of March 2009. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT H (Registrant) By: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (Depositor) By: /s/ John D. DesPrez III -------------------------------- John D. DesPrez III Chairman & President JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ John D. DesPrez III -------------------------------- John D. DesPrez III Chairman & President SIGNATURES As required by the Securities Act of 1933, this amended Registration Statement has been signed by the following persons in the capacities with the Depositor on the thirtieth day of March 2009.
Signature Title ------------------------------------- ----------------------------------------------- /s/ John D. DesPrez III Chairman & President ------------------------------------- (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 Controller ------------------------------------- (Principal Accounting Officer) Jeffery J. Whitehead * Director ------------------------------------- James R. Boyle * Director ------------------------------------- Marc Costantini * Director ------------------------------------- Steven A. Finch Director ------------------------------------- Scott Hartz * Director ------------------------------------- Katherine MacMillan * Director ------------------------------------- Stephen R. McArthur * Director ------------------------------------- Hugh McHaffie * Director ------------------------------------- Rex Schlaybaugh, Jr. * Director ------------------------------------- Diana Scott
*/s/ Thomas J. Loftus Senior Counsel - Annuities ------------------------------------ Thomas J. Loftus Pursuant to Power of Attorney EXHIBIT INDEX
ITEM NO. DESCRIPTION -------- ----------- 24(b)(3)(ii) Distribution and Servicing Agreement 24(b)(3)(iii) General Agent and Broker-Dealer Selling Agreement 24(b)(8)(a)(i) CSC Customer Agreement 24(b)(8)(a)(ii) Addendum No. 2 to the Remote Service Exhibit Number 1 24(b)(8)(b)(i) Merger Agreement
EX-99.24(B)(3)(II) 2 b74813a1exv99w24xbyx3yxiiy.txt EX-99.24(B)(3)(II) DISTRIBUTION AND SERVICING AGREEMENT DISTRIBUTION AND SERVICING AGREEMENT AGREEMENT, made as of the 17th day of February 2009, by and among John Hancock Distributors, LLC (formerly ManEquity, Inc. and Manulife Financial Securities LLC) ("JHD") and John Hancock Life Insurance Company (U.S.A.) (formerly The Manufacturers Life Insurance Company (U.S.A.) (the "Company" or "JHUSA"), on its own behalf and on behalf of the Company's existing and future "Separate Accounts," as defined herein (collectively "the Parties"); WHEREAS, pursuant to a Distribution Agreement dated August 31, 1987 between The Manufacturers Life Insurance Company of America ("ManAmerica") and ManEquity, Inc. ("ManEquity"), ManEquity was appointed principal underwriter and distributor with respect to flexible payment variable annuity policies issued by ManAmerica and funded by ManAmerica Separate Account Two; WHEREAS, pursuant to a Supplemental Agreement dated October 1, 1992, the August 31, 1987 Distribution Agreement was amended to add variable annuity contracts issued by ManAmerica with certain fixed account options and guarantees; WHEREAS, pursuant to a Distribution Agreement dated January 1, 2001 between The Manufacturers Life Insurance Company (U.S.A.) ("ManUSA") and ManEquity, Inc., ManEquity was appointed principal underwriter and distributor with respect to flexible premium variable life policies funded by ManUSA Separate Account A; WHEREAS, effective January 1, 2002, ManEquity merged into Manulife Financial Securities LLC ("MFS") which succeeded ManEquity as principal underwriter and distributor of individual and group life insurance and annuity products issued by ManUSA; WHEREAS, on January 1, 2005, MFS changed its name to JHD and ManUSA was renamed JHUSA; WHEREAS, the Policies (as defined below) may be securities or may represent interests in securities under the Securities Act of 1933 ("1933 Act"), the Securities Exchange Act of 1934 ("1934 Act") and under the laws of various states and other relevant jurisdictions; WHEREAS, JHD is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 ("1934 Act") and is a member of the Financial Industry Regulatory Authority ("FINRA"); WHEREAS, as used in this Agreement, the terms "Separate Account" or "Separate Accounts" mean any existing or future separate account of JHUSA, or its successor or predecessor companies, that is registered under the Investment Company Act of 1940 Act ("1940 Act"), but excluding any separate account as to which JHD is not the principal underwriter or distributor; WHEREAS, as used in this Agreement, the terms "Policy" or "Policies" mean any annuity contract or life insurance policy issued by the Company and funded by a Separate Account and/or gives rise to Market Value Adjustment Interests (MVA Interests, as defined below), and the term shall include both individual and group Policies, as well as any certificates issued pursuant to the latter, but the term "Policy" shall not include any contract, policy, certificate or MVA Interest as to which JHD is not the principal underwriter or distributor; 1 WHEREAS, as used in this Agreement, the terms MVA Interest means an interest issued pursuant to JHUSA annuity contracts or life insurance policies that are deemed to be securities for federal securities law purposes as a result of what are commonly called "market value adjustment" or similar features, including such interests issued pursuant to individual and group contracts or policies or certificates under group contracts or policies; WHEREAS, the Parties desire to have JHD act as principal underwriter and distributor of the Policies and assume responsibility for all of the securities activities of each "person associated" (as that term is defined in Section 3(a)( 18) of the 1934 Act) with JHD and engaged directly or indirectly in the sale of Policies ("associated persons"); WHEREAS, JHD wishes to utilize the services of employees of JHUSA, who will be deemed to be associated persons of JHD, to perform various support and administrative functions in connection with JHD's responsibilities under this Agreement; NOW, THEREFORE, in consideration of their mutual promises herein, and of other valuable consideration, the Parties hereby agree that all previous principal underwriting and/or servicing and distribution agreements between the Parties covering the Policies, including those specifically identified above, will terminate as of the Effective Date of this Agreement and further agree as follows: APPOINTMENT OF JHD; JHD'S RESPONSIBILITY FOR ITS OWN AND ITS ASSOCIATED PERSONS' LEGAL COMPLIANCE IN OFFER FOR SALE AND DISTRIBUTION OF POLICIES 1.1 JHUSA hereby appoints JHD for the term of the Agreement, and JHD accepts such appointment, to be the exclusive distributor and principal underwriter for the sale of the Policies. JHD shall offer the Policies for sale and distribution in each state and other jurisdiction in which the Policies may be lawfully sold on such terms and at such rates as JHUSA may set and in a manner that is consistent with applicable provisions of the 1933 Act, the 1934 Act, the 1940 Act, FINRA Rules, and the relevant prospectuses and statements of additional information (if any) of the Policies and Separate Accounts. 1.2 JHD shall assume full responsibility for the securities activities of all of its associated persons, including training its associated persons, registering associated persons as its registered representatives or principals (as required), and supervising them in the performance of their securities related activities. JHD shall assume full responsibility for the continued compliance by itself and its associated persons, including registered representatives and registered principals, with all FINRA requirements and federal and state legal requirements, to the extent applicable, in connection with the distribution of the Policies. SALES THROUGH SELLING FIRMS 2.1 The Company and JHD may enter into agreements ("Selling Agreements") with one or more general agents/broker-dealers registered under the 1934 Act ("Selling Firms"), under which registered representatives or principals of such Selling Firms may solicit applications for the sale of Policies. Subject to approval by JHD, JHUSA shall negotiate Selling Agreements which shall comply with applicable laws and regulations and be consistent with existing business and distribution practices. 2.2 JHD shall ensure that every Selling Firm and individuals authorized to act on behalf of the Selling Firm are both registered as a broker-dealer with the SEC and a member of 2 the FINRA and as an insurance agent with authority to sell variable products or associated with an insurance agent so licensed. The Selling Agreements will, among other things, require each Selling Firm to use its best efforts to solicit Policy applications and to comply with applicable laws, regulations and rules. The Selling Agreement will require that the Selling Firm and its representatives not to make recommendations in the absence of reasonable grounds to believe the Policy is suitable for the applicant. 2.3 JHD agrees that it will terminate a Selling Firm's authority to solicit applications for the Policies upon the Company's request, if the Selling Firm does not provide JHUSA with information and access as JHUSA may reasonably request to evaluate or monitor the nature and effectiveness of the Selling Firm's procedures for ensuring and documenting suitability compliance, either in general or in specific cases. 2.4 The Selling Agreement shall provide that no agent, sub-agent, representative, or principal of any such Selling Firm shall solicit applications for Policies until duly licensed and appointed as a life insurance agent or sub-agent of JHUSA in the appropriate jurisdiction consistent with applicable state law. JHUSA may refuse to consent to a Selling Agreement, may delegate supervisory responsibilities under applicable state insurance law to the Selling Firm or an affiliate of such Selling Firm, or refuse to appoint an agent or sub-agent. Each Selling Firm will agree to conform duly in all respects to the law of the United States and of each state in which Policies may be offered for sale by IT. INSURANCE LICENSING 3.1 Anyone or any party selling the Policies shall be duly licensed life insurance and annuity agents under applicable insurance law in each state or other jurisdictions in which the individual or party intends to distribute, offer for sale or solicit applications for the Policies. JHUSA is responsible for agent/producer life insurance and annuity licensing and appointments in each state and other jurisdictions in which the Policies may be lawfully sold. JHD may rely upon JHUSA's determination as to an agent's eligibility to sell the policies, JHUSA retains the right to appoint and discharge any life insurance and annuity agent, General Agent or party appointed by JHUSA. SUITABILITY 4.1 As between the Parties and to the extent applicable, JHD shall be responsible for compliance with applicable customer suitability requirements in connection with the Policies (except to the extent that responsibility for suitability determinations is assumed by or delegated to other third-parties as discussed above). JHD agrees to provide the Company with such information and access to records and personnel as JHUSA may reasonably request to evaluate or monitor the nature and effectiveness of JHD's procedures for ensuring and documenting suitability compliance, either generally or in specific cases, if applicable. INSURANCE UNDERWRITING 5.1 JHUSA shall review Policy applications for purposes of insurance underwriting and shall determine whether to accept or reject any application in accordance with established underwriting rules. JHUSA will determine an applicant's risk classification pursuant to its underwriting rules. 3 MEANS OF PREMIUM PAYMENTS 6.1 Initial and subsequent premium payments under Policies shall be made by check payable to JHUSA, or by such other means as JHUSA may from time to time specify. Premium payments received by JHD shall be remitted daily by JHD, or promptly forwarded by any Selling Firm acting through JHD, to JHUSA for allocation to the Separate Accounts, any applicable general account, or any MVA Interests, in accordance with the Policies and applicable current prospectuses and, where relevant, Statements of Additional Information. REFUND OF CERTAIN PREMIUMS 7.1 Any premiums paid by the applicant or the market value thereof will be refunded by JHUSA, to the extent required in the applicable jurisdiction, if a Policy is not issued or is surrendered under any short-term or free look cancellation provision. COMPENSATION TO JHD AND JHUSA 8.1 JHUSA agrees to pay JHD underwriting and distribution fees for services performed and provided under this Agreement and JHD agrees to pay JHUSA for general support services and facilities it provides pursuant to Section 10.3 of this Agreement. The compensation to JHD may also include reimbursement for services and facilities provided by JHD and all direct and directly allocable expenses reasonably and equitably determined to be attributable to JHUSA. 8.2 The compensation shall comply with applicable compensation rules, terms and procedures and shall be determined at fair market value by reference to the arm's length principle as described by the Organization for Economic Cooperation and Development, consistent with the interpretation adopted by the Internal Revenue Service ("IRS") pursuant to Section 482 of the Internal Revenue Code (United States), respectively. 8.3 JHUSA and JHD agree to submit to each other on a monthly basis or such other periodic basis as may be agreed between the parties, not to exceed 90 days, written invoices or accounting entries of the amount charged by each to the other for the services performed or provided pursuant to this Agreement, and each party shall pay to the other the amount of such statement within 30 days of receipt of such statement or at such time or times and in such manner as may be agreed between the parties, not to exceed 90 days from receipt of the statement. Any compensation will be adjusted for IRS or competent authority audit adjustments if the Parties believe such adjustments are appropriate, as specified below. 8.4 Price Adjustment Clause (i) The Parties agree that the compensation referred to aforesaid is subject to adjustment (a "primary service fee adjustment") by JHD or JHUSA based on the annual fair market value of the services attributable to JHUSA or JHD, as the case may be.. Both parties agree to notify each other in writing of any primary service fee adjustment. In the event the primary service fee adjustment results in payment of additional fee, JHUSA or JHD, as the case may be, shall pay to the other party the amount of such adjustment within thirty (30) days of receipt of a notice of service fee adjustment. In the event the primary service fee adjustment results in a reduction of the service fees already paid, JHUSA or JHD, as the case 4 may be, shall pay to the other party the amount of such adjustment within thirty (30) days of receipt of a notice of primary service fee adjustment. (ii) The Parties agree that the compensation is intended to be neither greater nor less than the fair market value of the relevant services in the context of the circumstances in which such services are provided. If any taxing authority having jurisdiction in accordance with the provisions of applicable law issues, or proposes to issue, assessments or reassessments of additional liability for taxes or any other subject by reason of asserting that the amounts of such compensation is less than or greater than the fair market value of the relevant services in the context of the circumstances in which such services are provided (a "secondary service fee adjustment") and the Parties agree with the adjustment issued or proposed by such taxing authority or if they do not agree, any dispute in that connection has been finally determined in accordance with applicable law including without limitation a proceeding between relevant taxing authorities acting as the Competent Authorities in accordance with the terms of an income tax convention, then the amount of such secondary service fee adjustment shall be paid by JHUSA or JHD, as the case may he, in accordance with the procedure contemplated above but if necessary to satisfy the requirement of applicable law in a period less than thirty (30) days. (iii) The Parties specifically confirm their intention and agreement that neither the amount of any primary service fee adjustment nor the amount of any secondary service fee adjustment is or should be understood to be or treated as an amount in the nature of a dividend, deemed dividend or other distribution of income. JHD'S COMPENSATION TO SELLING FIRMS; DIRECT PAYMENT OF SUCH AMOUNTS BY JHUSA 9.1 JHD intends to reallocate commissions, service fees and expense allowances, if applicable, as defined and disclosed in applicable prospectuses or offering materials, to associated persons and Selling Firms for soliciting Policy applications in amounts determined by JHD, if applicable. All commissions, service fees and expense allowances in connection with Policy sales through Selling Firms shall be paid by or on behalf of JHD in accordance with the terms of the applicable Selling Agreement then in effect. For its convenience, JHD authorizes JHUSA to make such reallocated commission and service fee payments on behalf of JHD, directly to the Selling Firms, whereupon JHUSA shall be relieved of any obligation they might otherwise have to pay JHD such amounts. All such commissions and service fees shall be reflected on JHD's books and records as a receipt of compensation from JHUSA and a disbursement to Selling Firm, notwithstanding the direct payment by JHUSA. 9.2 JHD hereby authorizes JHUSA to make an electronic payment or credit of commissions, expense allowances and service fees to Selling Firms that (a) have entered into Selling Agreements with JHD and (b) participate in an electronic premium and funds transfer system utilized by JHUSA. Upon such payment or credit, JHUSA shall be relieved of any obligations it otherwise might have to pay JHD such amounts. JHD will be responsible for furnishing JHUSA with any records and information necessary to determine the amounts to be paid or credited pursuant to this Section of the Agreement. Except to the extent the selling agreements direct otherwise, it is understood and agreed that such payments and credits shall be made solely on JHD's behalf and that JHUSA assumes no direct obligation to pay commissions, expense allowances, or service fees to any Selling Firm. Any amounts due to 5 JHD in excess of such payments or credits shall be remitted directly to JHD by JHUSA in accordance with this Agreement. CERTAIN SERVICES TO BE PROVIDED BY JHUSA; CONTROL, STATUS, COMPENSATION AND ACTIVITIES OF JHUSA THAT PROVIDE SAID SERVICES 10.1 JHUSA shall be responsible for creating and printing the Policy forms (including but not limited to the policy or contract, application, riders, amendments and endorsements and any supplemental filings) and filing them with state insurance regulatory authorities. JHUSA shall further be responsible for creating, printing and filing the Policy prospectuses and Registration Statements with the SEC and state securities regulatory authority, to the extent required. JHUSA shall be responsible for obtaining and maintaining all necessary approvals of the Policy forms, Registration Statements and prospectuses under federal law and all applicable state insurance and securities laws and regulations in each state or other jurisdiction in which the Policies are to be offered for sale. 10.2 JHUSA shall be responsible for issuing and administering the Policies and for maintaining the Separate Accounts, any applicable general account, or MVA Interests in accordance with the Policies and applicable current prospectuses and, where relevant, Statements of Additional Information, including the training, of its employees, agents and any other third parties it may retain to perform duties in connection with those responsibilities; provided, however, that JHD shall have full responsibility for the duties of any employee or agent of the Company engaged in the underwriting, offering or distribution of the policies for sale. All processing of financial transactions (including purchases and redemptions in the Separate Accounts) shall be done in accordance with applicable state or federal laws and regulations and FINRA rules. 10.3 JHUSA agrees to provide support, administrative and other such services to JHD, including personnel, to assist JHD in the performance of its duties as principal underwriter and distributor of the Policies. All personnel assigned to assist JHD in the performance of its duties under this agreement shall be subject to JHD's supervision and are hereby acknowledged and deemed to be associated persons of JHD. As necessary to comply with regulatory requirements, JHD will undertake to register these individual as registered representatives or principals of JHD. 10.4 JHUSA shall retain liability with respect to any personnel assigned to JHD pursuant to this Agreement, including salaries, benefits, insurance and tax and reporting obligations (except reporting for securities registration purposes, which shall be the responsibility of JHD). Any employees assigned to JHD pursuant to this Agreement shall remain on the JHUSA payroll and JHUSA shall pay compensation for any securities related activity on behalf of JHD and subject to the determination by JHD that such compensation is owed and the amount to be paid. JHD will reimburse JHUSA for any and all securities related compensation paid on behalf of JHD. In no event shall any such employee have a claim for remuneration from JHD. Such employees' status for purposes of federal, state, and local income and employment tax withholding and participation in the benefit plans of JHUSA shall not change by reason of the assignment. JHUSA shall indemnify, defend, and hold harmless JHD from and against all losses, damages, suits, actions, liabilities, and expenses arising from any claims for compensation, employee benefits, or other employment-related claims by any of the assigned employees hereunder. 6 10.5 JHD shall control and determine the securities related compensation paid to all individuals engaged in underwriting, distribution and any other securities related activities on JHD's behalf. JHD acknowledges that personnel provided by JHUSA may not be exclusively engaged in securities related activities and that they may have other, non-securities, responsibilities as employees of JHUSA. JHD shall indemnify, defend, and hold harmless JHUSA and its agents, employees, officers, and directors from and against all losses, damages, suits, actions, liabilities, and expenses arising from its own willful misconduct or negligence in utilizing the assigned employees under this Agreement, MAINTENANCE OF CERTAIN BOOKS AND RECORDS 11.1 The books, accounts and records of JHD and JHUSA as to all transactions described in this Agreement shall be maintained so as to disclose clearly and accurately the nature and details of the transactions and to ensure compliance with applicable regulatory and reporting requirements. To the extent that JHD and JHUSA maintain records required to be maintained by the other pursuant to Rules 17a-3 and 17a-4 of the 1934 Act, or applicable provisions of the 1940 Act, FINRA Rules or applicable state insurance or securities statutes or regulations, such records shall be maintained as agent for the other party and remain the property of the party so required to maintain them, shall be surrendered promptly to that parry upon its request, and shall at all times be subject to inspection by the SEC, FINRA and any other appropriate governmental agency. JHUSA TO PAY CERTAIN EXPENSES 12.1 JHUSA will pay the expenses of preparing and printing its Policy and underlying fund registration statements, prospectuses, statements of additional information, and sales literature, and for like expenses actually incurred in connection with the offering, sale and delivery of Policies. JHUSA will also pay any filing or other fees, legal services and expenses relating to the Registration Statements. JHUSA will provide JHD with current prospectuses for the Policies in such numbers as JHD may reasonably request from time to time. JHD TO PAY CERTAIN EXPENSES 13.1 JHD shall pay all fees and expenses in connection with its qualification as a broker-dealer, the registration of representatives and principals, and all other expenses relating to the underwriting, distribution, and offering for sale of the Policies, as contemplated by this Agreement. LIMIT ON INFORMATION THAT JHD MAY DISSEMINATE 14.1 In connection with the offer, sale or delivery of Policies, JHD will not give any information or make any representation other than information and representations contained in or not inconsistent with any applicable current prospectus and, where relevant, statement of additional information. SALES MATERIALS 15.1 JHD shall be responsible for the review of sales materials for compliance with applicable securities laws, regulations and rules, and agrees to use its best efforts to obtain any applicable approvals from FINRA or other securities regulatory authorities. The Company shall be responsible for filing all sales materials, as required, with any state insurance regulatory 7 authority. Any sales materials prepared by JHD or its designee must be approved by JHUSA prior to use. CHANGE, WAIVER, DISCHARGE OR TERMINATION OF THIS AGREEMENT 16.1 No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. CONFIRMATION STATEMENTS 17.1 JHUSA, as agent for JHD, shall send any confirmation statements legally required to be sent in connection with issuance or receipt of premiums for the Policies and any purchase, redemption or other financial transactions under the Policies. If and to the extent that JHD and JHUSA agree, a Selling Agreement may provide that any confirmation statements legally required to be sent in connection with the issuance or receipt of premiums or other financial transactions under the Policies subject to that Selling Agreement shall be sent by JHUSA on behalf of the Selling Firm. INDEBTEDNESS 18.1 JHD shall have no right to incur any indebtedness on behalf of JHUSA pursuant to this Agreement. JHD hereby authorizes JHUSA to set off JHD's liabilities to JHUSA, if any, against any and all amounts otherwise payable to JHD pursuant hereto. THIS AGREEMENT INTERPRETED IN LIGHT OF SECURITIES LAW REQUIREMENTS 19.1 This Agreement shall be subject to the applicable provisions of the federal securities laws and the rules, regulations, and rulings thereunder, including such exemptions as the SEC may grant, and the applicable rules, notices and interpretations of FINRA and the terms hereof shall be interpreted and construed in accordance therewith. AGREEMENT BY JHD TO COMPLY WITH LAW 20.1 JHD shall, in underwriting, distributing or offering, or selling Policies, or in otherwise performing its obligations hereunder, comply with all laws and regulations, whether federal or state, and whether relating to insurance or securities, including but not limited to the recordkeeping and sales supervision requirements of such laws and regulations and rules of FINRA. COMPLAINTS; REGULATORY AND JUDICIAL PROCEEDINGS 21.1 JHUSA and JHD agree that (a) each party shall advise the other promptly of any substantive customer complaint that concerns the Policies, or of any notice of any regulatory investigation or proceeding or judicial process that concerns the Policies and that is received by either of the Parties with respect to JHD or any agent, principal or representative or which may affect the sale of the Policies, and (b) JHD and JHUSA will cooperate in investigating such complaint, and any response to such complaint which any of them has prepared will be sent to the other party for approval not less than five business days prior to its transmittal to the customer or regulatory authority. 8 NOTICES 22.1 All notices under this Agreement shall be given in writing and addressed as follows, or addressed to such other addresses as may be communicated from one party to the other party. (a) if JHD, to: John Hancock Distributors LLC 200 Bloor Street East Toronto, Ontario M4W 1E5 (b) if to JHUSA, to: John Hancock Life Insurance Company (USA) 601 Congress St. Boston, MA 02210 ASSIGNMENT AND TERMINATION 23.1 This Agreement shall terminate automatically if assigned by either party without the written consent of the other party (except that it may be assigned without prior consent by either party to any affiliate or successor in connection with a merger, consolidation or sale of all or substantially all assets). 23.2 This Agreement may be terminated at any time by either party upon 60 days' written notice to the other party hereto without the payment of any penalty. ENTIRE AGREEMENT 24.1 This Agreement contains the entire understanding of the parties and supersedes and replaces all prior agreements between the Parties regarding the subject matter hereof. This Agreement may not be amended except by an agreement in writing of subsequent date signed by the Parties. GOVERNING LAW; HEADINGS 25.1 This Agreement shall be construed and governed in accordance with the laws of Michigan. Headings in this Agreement are for convenience of reference only and shall have no substantive effect. COUNTERPARTS 26.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be deemed one instrument. 9 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year above written. Date: 2/17/09 John Hancock Distributors, LLC By: /s/ Kathleen M. Pettit ------------------------------------- Name: Kathleen M. Pettit Title: Chief Compliance Officer Date: John Hancock Life Insurance Company (U.S.A.) By: /s/ Lynne Patterson ------------------------------------- Name: Lynne Patterson Title: Senior Vice President & CFO /s/ Emanuel Alves ----------------------------------------- Name: Emanuel Alves Title: Vice President, Counsel & Corporate Secretary 10 EX-99.24(B)(3)(III) 3 b74813a1exv99w24xbyx3yxiiiy.txt EX-99.24(B)(3)(III) GENERAL AGENT AND BROKER-DEALER SELLING AGREEMENT (JOHN HANCOCK(R) LOGO) GENERAL AGENT AND BROKER-DEALER SELLING AGREEMENT (JOHN HANCOCK(R) LOGO) GENERAL AGENT AND BROKER-DEALER SELLING AGREEMENT AGREEMENT, dated as of the effective date as provided below, by and among the undersigned general agent ("General Agent"); the undersigned broker-dealer (in the case of Securities Contracts) ("Broker-Dealer"); John Hancock Distributors LLC (in the case of Securities Contracts); and 'The Company' which is defined herein as any of the following Contract issuers: John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company, John Hancock Life Insurance Company (U.S.A.), or John Hancock Life Insurance Company of New York. The Company under this agreement shall be determined based upon which of the above Contract issuers' products are being or have been sold pursuant to this Agreement. WHEREAS, The Company issues life insurance, long term care insurance, and annuity contracts, some of which are exempted securities pursuant to Section 3 of the Securities Act of 1933 (the "1933 Act") and therefore not subject to registration under the 1933 Act ("Insurance Contracts"), and some of which are not exempted securities pursuant to Section 3 of the 1933 Act and therefore subject to registration under the 1933 Act unless sold in exempt transactions ("Securities Contracts"); and WHEREAS, The Company has appointed John Hancock Distributors LLC as the principal underwriter for the Securities Contracts; and WHEREAS, General Agent and Broker-Dealer desire to sell certain Securities Contracts and Insurance Contracts (collectively, the "Contracts") in accordance with the provisions set forth in the Contracts, Commissions and Fees Schedule (the "Contracts Schedule") which is Exhibit A to this Agreement; and WHEREAS, General Agent desires to have its sub-agents who are not also registered representatives of Broker-Dealer appointed as agents of The Company for the purpose of selling some or all of the Insurance Contracts ("Insurance Agents"), and General Agent and Broker-Dealer desire to have General Agent's sub-agents who are also registered representatives of Broker-Dealer appointed as agents of The Company for the purpose of selling some or all of the Contracts ("Securities Agents")(Insurance Agents and Securities Agents are hereinafter collectively referred to as "Agents"); and WHEREAS, if General Agent and Broker-Dealer are the same person, the term "General Agent" in this Agreement shall refer to Broker-Dealer, which shall undertake all the duties, responsibilities and privileges of General Agent under this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: 1. APPOINTMENT AND AUTHORIZATION a. The Company and John Hancock Distributors LLC appoint and authorize, on a non-exclusive basis, General Agent and Broker-Dealer to solicit sales of the Contracts in those jurisdictions in which The Company is admitted to do business, the Contracts have been approved for sale by the appropriate regulatory authorities and General Agent and Broker-Dealer are properly licensed to conduct business. General Agent and Broker-Dealer accept such appointment and authorization, and each agrees to use its best efforts to find purchasers of the Contracts acceptable to The Company and to provide ongoing services to those purchasers with respect to the Contracts. b. Each of General Agent and Broker-Dealer is performing the acts covered by this Agreement in the capacity of an independent contractor and not as an employee or partner of or a joint venturer with The Company or John Hancock Distributors LLC and is authorized to represent The Company and John Hancock Distributors LLC only to the extent expressly authorized by this Agreement. No further authority is granted or implied. 2. LICENSING AND APPOINTMENT OF AGENTS a. General Agent is authorized to designate persons for appointment by The Company as Agents to solicit applications for the Contracts, to deliver the Contracts and to collect the premium (as used herein, the term "premium" shall refer to any premium payment, deposit or contribution, as applicable, paid or payable in connection with a Contract) thereon in conformance with applicable state laws and The Company's rules and procedures. General Agent shall not propose an Agent for appointment unless such Agent is duly licensed as an insurance agent in the state(s) in which it is proposed that such Agent solicit applications for the Contracts and, if the Agent is to sell Securities Contracts, unless the Agent is a registered representative of Broker-Dealer. General Agent shall be responsible for such Agents' continuing compliance with applicable licensing requirements under state insurance laws, and Broker-Dealer shall be responsible for such Agents' continuing compliance with applicable registration requirements under federal and state securities laws. b. General Agent shall assist The Company in the appointment of Agents under applicable insurance laws and, in that connection, shall prepare and transmit to The Company appropriate licensing and appointment forms, shall fulfill all requirements set forth in the General Letter of Recommendation attached as Exhibit B to this Agreement and shall comply with such other related policies and procedures as The Company from time to time may establish or amend in its sole discretion. c. The Company shall pay the initial appointment fees and renewal fees required under state insurance laws to appoint each previously licensed person as an insurance producer of The Company for the sale of Contracts. General Agent shall be responsible for all other state insurance appointment and licensing fees with respect to the Agents, including license issue, transfer and termination fees. Broker-Dealer shall be responsible for all fees, including registration and examination fees, necessary to maintain Securities Agents' continuing compliance with applicable registration requirements under federal and state securities laws and the rule of self-regulatory organizations. d. The Company, in its discretion, may refuse to appoint any Agent designated by General Agent or, after it has appointed an Agent, may terminate or refuse to renew such Agent's appointment or may withdraw the Agent's right to solicit applications for some or all of the Contracts, in which case General Agent shall cause such Agent to cease solicitations. e. With the frequency reasonably requested by The Company, General Agent shall provide The Company with a list of all Agents, indicating which of them are Securities Agents, and the jurisdictions where such Agents are licensed to solicit sales of the Contracts. With the frequency reasonably requested by General Agent, The Company shall provide General Agent with a list which shows the jurisdictions in which The Company is admitted to do business and the Contracts that have been approved for sale in each of those jurisdictions. 3. SUPERVISION OF AGENTS a. Except to the extent that Broker-Dealer is responsible therefor, General Agent shall supervise all Agents and be responsible for their training and compliance with applicable insurance laws and regulations, and if any act or omission of an Agent or employee of General Agent is the proximate cause of any loss, claim, damage, liability or expense (including reasonable attorneys' fees) to The Company or John Hancock Distributors LLC, General Agent shall be liable therefor. Broker-Dealer shall supervise Securities Agents and be responsible for their training and compliance with applicable federal and state securities laws and regulations, including but not limited to adequate Anti-Money Laundering (AML) training with respect to 'covered products' as required by 31 C.F.R. 103.137, and upon request of the Company, satisfactory verification that Agents have received such adequate training, and the rules of the National Association of Securities Dealers, Inc. ("NASD"), and if any act or omission of a Securities Agent or employee of Broker-Dealer is the proximate cause of any loss, claim, damage, liability or expense (including reasonable attorneys' fees) to The Company or John Hancock Distributors LLC, Broker-Dealer shall be liable therefor. General Agent and Broker-Dealer shall insure that only Securities Agents solicit applications for Securities Contracts. The Company and John Hancock Distributors LLC shall not have any responsibility for the supervision, training or compliance with any law or regulation of any Agent or any employee of General Agent or Broker-Dealer, and nothing in this Agreement shall be deemed to make such an Agent or employee an agent or employee of The Company (except that Agents may be appointed insurance producers) or of John Hancock Distributors LLC. b. General Agent shall (i) supervise Agents' compliance with all applicable suitability requirements under state insurance laws and regulations and (ii) provide adequate training to insure that Agents have thorough knowledge of each Insurance Contract and the ability to make appropriate product presentations and suitability determinations in compliance with applicable law. Broker-Dealer shall (i) supervise Securities Agents' compliance with all applicable suitability requirements under federal and state securities laws and regulations and NASD rules and (ii) provide adequate training to insure that Securities Agents have thorough knowledge of each Securities Contract and the ability to make appropriate product presentations and suitability determinations in compliance with applicable law. Each of General Agent and Broker-Dealer shall not, and shall cause the Agents not to, recommend the purchase of a Contract to a prospective purchaser unless it has reasonable grounds to believe that such purchase is suitable for the prospective purchaser and is in accordance with applicable rules and regulations of any regulatory authority, including, in the case of Securities Contracts, the Securities and Exchange Commission ("SEC") and the NASD. General Agent, in submitting an application for an Insurance Contract, and Broker-Dealer, in submitting an application for a Securities Contract, will be deemed to have warranted to The Company, and to John Hancock Distributors LLC in the case of a Securities Contract, that it has made a determination of suitability based on information concerning the prospective purchaser's insurance and investment objectives, risk tolerance, need for liquidity, and financial and insurance situation and needs, or on such other factors that General Agent or Broker-Dealer deems to be appropriate under the circumstances and in compliance with applicable law. c. General Agent shall establish and maintain a system of supervision of recommendations regarding the purchase or exchange of Contracts made to any consumer by its Agents. Such system of supervision shall be reasonably designed to achieve compliance with all applicable insurance laws and regulations and shall include, at a minimum, written procedures as well as periodic review by General Agent of records that are reasonably designed to assist in detecting and preventing violations of applicable laws and regulations. In furtherance thereof, General Agent shall at all times designate a senior manager who shall be responsible for establishing, communicating and monitoring General Agent's system of supervision, and General Agent shall cause such senior manager to respond promptly to any request by John Hancock to provide a certification that such senior manager has a reasonable basis to represent that the General Agent is performing the functions described above. d. If an Agent performs any unauthorized transaction with respect to a Contract, fails to submit to the supervision of or otherwise meet the rules and standards of General Agent or Broker-Dealer, or fails to hold any required license, appointment, registration or association with Broker-Dealer, General Agent and Broker-Dealer immediately shall notify The Company in writing and act to terminate the sales activities of such Agent relating to the Contracts. e. Upon request by The Company or John Hancock Distributors LLC, General Agent and Broker-Dealer shall furnish appropriate records or other documentation to evidence the diligent supervision of Agents by General Agent and Broker-Dealer. 4. OBLIGATIONS OF GENERAL AGENT AND BROKER-DEALER a. General Agent and Broker-Dealer shall permit Agents to solicit applications for Contracts only if they (i) are duly licensed insurance producers and appointed by The Company and (ii) in the case of Securities Contracts, are also registered representatives of Broker-Dealer. b. All applications for Contracts shall be made on application forms supplied by The Company; shall be reviewed by General Agent, in the case of Insurance Contracts, and by Broker-Dealer, in the case of Securities Contracts, for completeness and correctness, as well as compliance with applicable suitability standards; in the case of Securities Contracts, shall be approved by an appropriate principal of Broker-Dealer as to suitability; when completed, shall, before the Contract is issued, be forwarded promptly to The Company, but in no case later than the end of the next business day following receipt by General Agent, Broker-Dealer or an Agent, to The Company or as otherwise provided in The Company's administrative procedures; 3 shall be sent to The Company at the address shown on the application or such other address as The Company may specify from time to time; and shall be accompanied by any premium payment received with such applications, without any deduction or offset for any reason, including but not limited to compensation payable to General Agent or Broker-Dealer, unless The Company or John Hancock Distributors LLC and General Agent or Broker-Dealer have previously agreed to an arrangement for deduction or offset. Checks or money orders for the payment of premiums shall be drawn to the order of The Company or as The Company shall otherwise authorize or direct from time to time. General Agent and Broker-Dealer do not have authority to deposit or endorse checks payable to The Company without the prior written approval of The Company. The Company has the right in its sole discretion to reject any application for a Contract and return any premium payment made in connection with the sale of the Contract. c. The Company may require that any medical examination made in conjunction with an application for a Contract be made by a medical examiner approved by The Company and shall pay only those fees in connection with medical examinations that have been expressly authorized by it. d. Contracts issued on accepted applications shall be delivered to the contract owners according to administrative procedures established by The Company. e. General Agent and Broker-Dealer shall not, directly or indirectly, expend or contract for the expenditure of any funds of The Company or John Hancock Distributors LLC. The Company and John Hancock Distributors LLC shall not be obligated to pay any expense incurred by General Agent or Broker-Dealer in the performance of this Agreement, unless otherwise specifically provided for in this Agreement or agreed to in advance in writing by The Company or John Hancock Distributors LLC. f. General Agent and Broker-Dealer are not authorized: to incur indebtedness or make contracts on behalf of The Company or John Hancock Distributors LLC; to alter or amend any of the provisions of the Contracts or the forms prescribed by The Company or John Hancock Distributors LLC; to discharge, waive any forfeitures under or extend the time for making payments under the Contracts; to pay any premium or other payment on behalf of a Contract applicant; to enter into any court or regulatory proceeding in the name of or on behalf of The Company or John Hancock Distributors LLC; or to bind The Company or John Hancock Distributors LLC in any way not specifically authorized in writing by the party to be bound. g. General Agent and Broker-Dealer shall not induce any employee or agent of The Company to terminate that relationship, persuade owners of insurance or annuity contracts issued by The Company to discontinue their contracts or otherwise do anything prejudicial to the interests of The Company or the owners of contracts issued by it. h. General Agent and Broker-Dealer agree to comply with, and to cause the Agents to comply with, the administrative procedures of The Company relating to the Contracts and the policies and procedures adopted by The Company relating to privacy, agent conduct and similar matters and identified in the Policies and Procedures Schedule which is Exhibit C to this Agreement, to the extent such policies and procedures are applicable to the offer, sale and servicing of the Contracts, as those administrative procedures and other policies and procedures are now in effect or may be amended or established in the future by The Company in its sole discretion and communicated to General Agent and Broker-Dealer, as appropriate. General Agent and Broker-Dealer acknowledge receipt of those policies of The Company set forth in the Policies and Procedures Schedule. i. Each of General Agent and Broker-Dealer agrees to carry out its activities and obligations under this Agreement, and to cause each Agent for which it has primary supervisory responsibility to carry out the Agent's activities and obligations in connection with the offer, sale and servicing of the Contracts, in continuous compliance with applicable laws, rules and regulations of applicable federal and state regulatory authorities (including the rules of the NASD), including those governing securities and insurance-related activities or transactions, and to notify The Company and John Hancock Distributors LLC immediately in writing if it or any such Agent fails to comply with any of those laws and regulations. j. Broker-Dealer shall execute any electronic or telephone orders only in accordance with the current prospectus applicable to the Securities Contracts and agrees that, in consideration for electronic and telephone transfer privileges, The Company will not be liable for any loss incurred as a result of acting upon electronic or telephone instructions containing unauthorized, incorrect or incomplete information received from Broker-Dealer or its representatives. 5. COMPENSATION a. The Company shall pay General Agent compensation for the sale of Insurance Contracts and, on behalf of John Hancock Distributors LLC, shall pay Broker-Dealer for the sale of Securities Contracts as set forth in the Contracts Schedule. Unless otherwise provided in the Contracts Schedule, The Company will make these payments within 15 days after the end of the calendar month in which it accepts the premiums and purchase payments on which the payments are based. Notwithstanding any other provision of this Agreement, Broker-Dealer shall return to The Company all compensation paid to it with respect to a Securities Contract if the Securities Contract is tendered for redemption within seven business days after The Company's acceptance of the application for the Securities Contract. b. Except as otherwise set forth in this Agreement including the Contracts Schedule, General Agent shall be exclusively responsible for setting the compensation of and promptly paying Agents for sales of Insurance Contracts, and Broker-Dealer shall be exclusively responsible for setting the compensation of and promptly paying Agents for Securities Contracts, in each case in a manner and percentage consistent with applicable law. 6. ASSOCIATED INSURANCE AGENCY a. If they are not the same person, General Agent and Broker-Dealer represent and warrant that they are in compliance with the terms and 4 conditions of no-action letters issued by the staff of the SEC with respect to non-registration as a broker-dealer of an insurance agency associated with a registered broker-dealer. If Broker-Dealer has entered into an agreement with one or more insurance agencies other than General Agent (each, an "Associated Agency") for purposes of selling Securities Contracts in those states in which neither Broker-Dealer nor General Agent can obtain an insurance license necessary to sell the Contracts, Broker-Dealer represents and warrants that it and each such Associated Agency are in compliance with the terms and conditions of no-action letters issued by the staff of the SEC with respect to non-registration as a broker-dealer of an insurance agency associated with a registered broker-dealer. The Broker-Dealer will supervise agents of an Associated Agency in the same manner as it is required to supervise Agents under this Agreement, as applicable. General Agent and Broker-Dealer shall notify The Company and John Hancock Distributors LLC immediately in writing if General Agent, Broker-Dealer or any Associated Agency fails to comply with any such terms and conditions and shall take such measures as may be necessary to comply with any such terms and conditions. b. In reliance on such representations and warranties, The Company, on behalf of John Hancock Distributors LLC, agrees to pay any compensation otherwise due to Broker-Dealer for sales of Securities Contracts to General Agent or Associated Agencies as authorized in writing by Broker-Dealer. c. Broker-Dealer shall have the same obligations under this Agreement with respect to sales of Securities Contracts for which compensation is paid to General Agent or an Associated Agency as it has for sales of Securities Contracts for which it receives compensation directly from John Hancock Distributors LLC or The Company. In addition, Broker-Dealer shall insure that compensation paid to General Agent or an Associated Agency is distributed only to duly licensed Securities Agents. 7. REPRESENTATIONS AND WARRANTIES a. Each of The Company, John Hancock Distributors LLC, Broker-Dealer and General Agent represents to the others that it and its officers signing below have full power and authority to enter into this Agreement, that this Agreement has been duly and validly executed by it and that this Agreement, assuming due and valid execution by the other parties, constitutes a legal, valid and binding agreement. b. General Agent represents and warrants to The Company and John Hancock Distributors LLC that General Agent is, and at all times when performing its functions and fulfilling its obligations under this Agreement will be, a properly licensed insurance agency in each jurisdiction in which such licensing is required for the sale of the Contracts. c. Broker-Dealer represents and warrants to The Company and John Hancock Distributors LLC that Broker-Dealer is, and at all times when performing its functions and fulfilling its obligations under this Agreement will be, registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934 (the "1934 Act") and under the securities laws of each state in which such registration is required for the sale of the Securities Contracts and a member of the NASD. Broker-Dealer will notify John Hancock Distributors LLC promptly in writing if any such registration or membership is terminated or suspended. d. John Hancock Distributors LLC represents and warrants to Broker-Dealer that John Hancock Distributors LLC is, and at all times when performing its functions and fulfilling its obligations under this Agreement will be, registered as a broker-dealer with the SEC under the 1934 Act and under the securities laws of each state in which such registration is required for underwriting the Securities Contracts and a member of the NASD. e. The Company represents and warrants to General Agent and Broker-Dealer that the Securities Contracts, including any variable account(s) supporting the Securities Contracts, shall comply in all material respects with applicable registration and other requirements of the 1933 Act and the Investment Company Act of 1940 (the "1940 Act"), and the rules and regulations thereunder, including the terms of any order of the SEC with respect thereto. f. The Company represents and warrants to General Agent and Broker-Dealer that the prospectuses included in The Company's registration statements for the Contracts, and in post-effective amendments thereto, and any supplements thereto, as filed or to be filed with the SEC, as of their respective effective dates, contain or will contain in all material respects all statements and information which are required to be contained therein by the 1933 Act. 8. SALES LITERATURE, ADVERTISEMENTS AND OTHER PROMOTION MATERIAL a. General Agent and Broker-Dealer shall not use, and shall cause the Agents not to use, any sales literature, advertisements or other promotional material ("Sales Material") in connection with the offer and sale of the Contracts unless the Sales Material has been approved in writing prior to use by The Company, in the case of Insurance Contracts, or John Hancock Distributors LLC, in the case of Securities Contracts. For purposes of this Agreement, Sales Material shall include but not be limited to: i. material published, or designed for use in, a newspaper, magazine or other periodical, radio, television, telephone or tape recording, video-tape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic or other public media, or direct mail; ii. descriptive literature and sales aids of all kinds, including, but not limited to, circulars, leaflets, booklets, marketing guides, seminar material, audiovisual material, computer print-outs, depictions, illustrations and form letters; iii. material used for training and education which is designed to be used or is used to induce the public to purchase or retain a Contract; and 5 iv. prepared sales talks and other presentations and material prepared for use with prospective purchasers of the Contracts or with the public generally. b. The Company or John Hancock Distributors LLC will provide Broker-Dealer, without charge, with as many copies of the prospectuses and statements of additional information for the Securities Contracts and the underlying investment funds as may be reasonably requested ("Registration Material"). Upon receipt of updated Registration Material, Broker-Dealer will promptly discard or destroy all copies of Registration Material previously provided to it, except as needed to maintain proper records. c. Upon notice to General Agent or Broker-Dealer, The Company or John Hancock Distributors LLC may terminate at any time and for any reason the use of any Sales Material previously approved by it or of any Registration Material, and General Agent and Broker-Dealer shall promptly comply with any such request and shall not use, or permit an Agent to use, such material thereafter. d. General Agent and Broker-Dealer are not authorized, and may not authorize anyone else, to give any information or to make any representation concerning The Company, the Contracts, the separate accounts of The Company or the underlying investment funds for the Contracts other than those contained in the current Registration Material and Sales Material authorized for use by The Company or John Hancock Distributors LLC. Broker-Dealer, General Agent and Agents may not modify or represent that they are authorized to modify any such material. e. General Agent shall be responsible for all communications by Agents with prospective purchasers of, and with the public generally in connection with, Insurance Contracts. Broker-Dealer shall be responsible for all communications by Securities Agents with prospective purchasers of, and with the public generally in connection with, Securities Contracts. 9. GROUP ANNUITY CONTRACTS For purposes of this Agreement, a group annuity contract which has not been registered under the 1933 Act and which is to be issued in connection with a stock bonus, pension, or profit-sharing plan which meets the requirements for qualification under section 401 of the Internal Revenue Code (or in connection with another kind of plan specified in Section 3(a)(2) of the 1933 Act) ("Exempt Group Contract") shall be deemed to be an Insurance Contract, but a sale of an Exempt Group Contract by a Securities Agent shall be subject to any applicable NASD rules. Broker-Dealer shall supervise and maintain records with respect to such transactions as may be required by any applicable NASD rules. 10. FIDELITY BOND AND OTHER LIABILITY COVERAGE Each of General Agent and Broker-Dealer represents that it and its directors, officers and employees and the Insurance Agents, in the case of General Agent, and the Securities Agents, in the case of Broker-Dealer, are and shall be covered by a blanket fidelity bond, issued by a reputable bonding company, and other errors and omissions or liability insurance, acceptable to The Company ("Liability Coverage"). Each of General Agent and Broker-Dealer shall maintain its Liability Coverage at its expense. Liability Coverage shall be in a form, type and amount and issued by a bonding company or other insurance company satisfactory to The Company. Any fidelity bond maintained by Broker-Dealer which meets the requirements of the NASD Conduct Rules applicable to fidelity bonds shall be deemed to be satisfactory. The Company may require evidence, satisfactory to it, that such coverage is in force, and General Agent and Broker-Dealer shall give prompt written notice to The Company of any cancellation or change of coverage. Each of General Agent and Broker-Dealer assigns any proceeds received from the Liability Coverage to The Company to the extent of its loss, and to John Hancock Distributors LLC to the extent of its loss, due to activities covered by the Liability Coverage and agrees to pay promptly any deficiency whether due to a deductible or otherwise. 11. COMPLAINTS, INVESTIGATIONS AND PROCEEDINGS Each of General Agent and Broker-Dealer shall promptly notify The Company and John Hancock Distributors LLC if it receives notice of any customer complaint or of any threatened or pending regulatory investigation or proceeding, civil action or arbitration (a "Proceeding") involving the Contracts. The Company or John Hancock Distributors LLC will promptly notify General Agent or Broker-Dealer if it receives notice of any customer complaint or of any Proceeding involving General Agent or Broker-Dealer and a Contract. Each party shall cooperate with the other parties in investigating and responding to any such complaint or Proceeding, and in any settlement or trial of any actions arising out of the conduct of business under this Agreement. No response by General Agent or Broker-Dealer to an individual customer complaint involving a Contract will be sent until it has been approved by The Company or John Hancock Distributors LLC or dealt with otherwise in accordance with The Company's administrative procedures. 12. INDEMNIFICATION a. General Agent and Broker Dealer, jointly and severally, indemnify and hold harmless The Company, John Hancock Distributors LLC, and their respective affiliates, officers, directors, employees and agents against any and all loss, claim, damage, liability or expense (including reasonable attorneys' fees), joint or several, insofar as such loss, claim, damage, liability or expense arises out of or is based upon any breach of this Agreement, any applicable law or regulation, or any applicable rule of any self-regulatory organization, by General Agent, Broker-Dealer or any of the Agents. This 6 indemnification will be in addition to any liability which the General Agent and Broker-Dealer may otherwise have. b. The Company and John Hancock Distributors LLC, jointly and severally, indemnify and hold harmless General Agent, Broker-Dealer and their respective affiliates, officers, directors, employees and Agents against any and all loss, claim, damage, liability or expense (including reasonable attorneys' fees), joint or several, insofar as such loss, claim, damage, liability or expense arises out of or is based upon any breach of this Agreement, any applicable law or regulation, or any applicable rule of any self-regulatory organization, by The Company or John Hancock Distributors LLC. This indemnification will be in addition to any liability which The Company and John Hancock Distributors LLC may otherwise have. 13. TERMINATION a. Any party may terminate this Agreement in its discretion without cause upon thirty (30) days written notice to the other parties. b. The Company or John Hancock Distributors LLC may terminate this Agreement effective with the mailing of a notice of termination to General Agent or Broker-Dealer if the reasons for the termination include (i) conversion, fraud, embezzlement or similar activity, (ii) failure to maintain Liability Coverage as required by Section 10 or (iii) a rebate of, offer to rebate or withholding of any payment due on a Contract by General Agent or Broker-Dealer. c. This Agreement will terminate automatically without notice, effective as of the immediately preceding date, if: General Agent or Broker-Dealer ceases to have the requisite registrations and regulatory licenses (but only as to the jurisdictions and Contracts affected by the absence of such registrations and licenses); applicable laws or regulations otherwise prohibit General Agent or Broker-Dealer from continuing to market the Contracts; or General Agent or Broker-Dealer files for bankruptcy or financial or corporate reorganization under federal or state insolvency law. d. No provision of this Agreement shall continue in force after any termination, other than Sections 11, 12, 14, 15, 18, 19, 20 and 21, and the Exhibits and Contracts Schedule. 14. CONFIDENTIALITY Each party to this Agreement shall maintain the confidentiality of any customer list and any material designated as confidential and/or proprietary by another party ("Confidential Information"), and shall not use or disclose such information without the prior written consent of the party designating such material as confidential and/or proprietary. Each party to this Agreement shall take reasonable steps to protect such Confidential Information, applying at least the same security measures and level of care as it employs to protect its own Confidential Information. If any party to this Agreement is compelled by applicable law to disclose any Confidential Information, it shall promptly notify the party designating such material as confidential and/or proprietary in writing. The General Agent and Broker-Dealer shall cause Agents to comply with this provision. 15. AMENDMENTS This Agreement may be amended in a writing signed by all the parties. If The Company and John Hancock Distributors LLC send written notice of a proposed amendment to this Agreement to General Agent and Broker-Dealer, General Agent and Broker-Dealer shall be deemed to have agreed to the amendment if either submits an application for a Contract on or after the fifth business day after the date on which the notice was sent. The Company may also unilaterally suspend distribution of any of the Contracts and amend the Exhibits and Schedules to this Agreement in any and all respects, from time to time in its sole discretion, with prior or concurrent written notice to General Agent and Broker-Dealer. Any change in compensation shall apply to compensation due on applications received by The Company after the effective date of the notice. The Company may also amend the Contracts from time to time, in its sole discretion, and nothing in this Agreement shall be deemed to affect its right to so amend the Contracts. 16. BOOKS AND RECORDS a. General Agent and Broker-Dealer shall maintain such books and records concerning the activities of the Agents as may be required under applicable insurance and securities laws and regulations and the rules of the NASD, and as may be reasonably required by The Company or John Hancock Distributors LLC to reflect adequately the Contracts business processed through General Agent or Broker-Dealer. General Agent and Broker-Dealer shall maintain such books and records at their respective principal places of business in good and legible condition for a period of six calendar years following the year in which this Agreement is terminated (the "Post-Termination Period") and shall make them available during normal business hours to The Company or John Hancock Distributors LLC from time to time while this Agreement is in effect and during the Post-Termination Period upon 10 days' written request. b. The parties shall promptly furnish each other any reports and information that another party may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under the insurance laws of any state or under any applicable federal or state securities laws or regulations or NASD rules. 7 17. NOTICES a. All notices under this Agreement shall be given in writing and sent to the address of a party shown on the signature page or to such other address as the party may designate in writing. b. Each of General Agent and Broker-Dealer shall provide written notice to The Company no less than thirty days prior to the closing date of its proposed merger into or consolidation with another entity, a sale of substantially all its assets or a sale, transfer or assignment of a controlling interest in it. 18. EFFECTIVE DATE This Agreement supersedes in its entirety any prior effective selling agreement between the General Agent or Broker-Dealer and The Company, or John Hancock Distributors LLC. If this Agreement is executed by General Agent and Broker-Dealer and returned to The Company, it shall be effective as of the date of its execution by The Company. 19. REGULATORY REQUIREMENTS a. All parties agree to observe and comply with all existing laws, rules and regulations of all applicable local, state or federal regulatory authorities (including the rules of the NASD), and with all existing rules and regulations of any self-regulatory organization, and to observe and comply with those laws, rules and regulations which may be enacted, adopted or promulgated during the term of this Agreement, which relate to the business contemplated hereby in any jurisdiction in which the business described herein is to be transacted. b. John Hancock Distributors LLC and Broker-Dealer each agree to comply with all applicable anti-money laundering laws, regulations, rules and government guidance, including the reporting, record-keeping and compliance requirements of the Bank Secrecy Act ("BSA"), as amended by the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2002, Title III of the USA PATRIOT Act ("the Act"), its implementing regulations, and related SEC, SRO, and NASD rules. Broker/Dealer agrees to comply with the economic sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"). Further, Broker-Dealer and General Agent each agree to comply with requirements of The Company relating to any of the foregoing that have been communicated to them. 20. OTHER a. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, supersedes all prior agreements and understandings among the parties regarding the subject matter, and may be executed in two or more counterparts which together shall constitute a single agreement. b. This agreement may not be assigned by any party without the written consent of the other parties (except that it may be assigned by The Company to a successor in connection with a merger, consolidation or sale of all or substantially all of the assets of The Company, and may be assigned by John Hancock Distributors LLC to an affiliate or successor) and shall inure to the benefit of and to be binding upon the parties and their respective successors and assigns. c. The provisions of this Agreement shall apply severally and not jointly to each of the following companies that are parties to this Agreement: John Hancock Life Insurance Company, John Hancock Variable Life Insurance Company, John Hancock Life insurance Company (U.S.A.), and John Hancock Life Insurance Company of New York. The Company's obligations, representations, and warranties under this Agreement shall be enforceable only against the entity named in the preceding sentence that is the Contract issuer. d. Forbearance by a party to require performance of any provision hereof shall not constitute or be deemed a waiver by that party of such provision or of the right thereafter to enforce the same, and no waiver by a party of any breach or default hereunder shall constitute or be deemed a waiver of any subsequent breach or default, whether of the same or similar nature or of any other nature, or a waiver of the provision or provisions with respect to which such breach or default occurred. e. This Agreement shall be governed and construed in all respects by the laws of the Commonwealth of Massachusetts without reference to the principles of conflict or choice of law thereof. 21. ARBITRATION Any and all disputes under this Agreement shall be settled by arbitration in Massachusetts under the then existing rules of the American Arbitration Association and judgment may be entered upon the award in any court of competent jurisdiction. The determination of the arbitrators shall be final and binding on all parties. The costs of arbitration shall be borne equally by the parties to the arbitration, provided however, that the arbitrators may assess 8 one party more heavily than the other for these costs upon a finding that such party did not make a good faith effort to settle the dispute informally when it first arose. [Signatures on Next Page] 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date set forth below. GENERAL AGENT BROKER-DEALER -------------------------------------- ---------------------------------------- Name Name -------------------------------------- ---------------------------------------- Street Address Street Address -------------------------------------- ---------------------------------------- City, State & Zip City, State & Zip By: By: ---------------------------------- ----------------------------------- Title: Title: ------------------------------- -------------------------------- Date: Date: -------------------------------- ------------------------------- JOHN HANCOCK LIFE INSURANCE JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY COMPANY [Address] [Address] By: By: ---------------------------------- ----------------------------------- Title: Title: ------------------------------- --------------------------------- Date: Date: -------------------------------- ---------------------------------- JOHN HANCOCK LIFE INSURANCE JOHN HANCOCK LIFE INSURANCE COMPANY OF COMPANY (U.S.A.) NEW YORK Attn: Agency Department [Address] By: By: ---------------------------------- ----------------------------------- Title: Title: ------------------------------- --------------------------------- Date: Date: ------------------------------- ---------------------------------- JOHN HANCOCK DISTRIBUTORS LLC Attn: Operations Department By: ---------------------------------- Title: ------------------------------- Date: -------------------------------- 10 EXHIBIT A CONTRACTS, COMMISSIONS AND FEES SCHEDULE GENERAL PROVISIONS COMPENSATION. Unless otherwise provided in this Contracts Schedule, commissions will be paid as a percentage of premiums or purchase payments (collectively, "Payments") received in cash or other legal tender and accepted by The Company on applications obtained by Agents. Such Payments will be payable in respect of the sale of such Contracts, in such amounts, and upon such terms as are set forth in the applicable commission schedules together with any accompanying schedules relating to the Payments, (the "Commission Schedules"), established by The Company and John Hancock Distributors LLC and covering each Contract, as are in effect from time to time, to which such Payments relate. The Company and John Hancock Distributors LLC expressly reserve the right to transfer future compensation on a Contract to another General Agent or Broker-Dealer if the owner of the Contract so requests. Upon termination of the Agreement, General Agent and Broker-Dealer shall receive no further compensation, except for compensation for all Payments which are in process at the time of termination of the Agreement or are received subsequently on Contracts in force at the time of termination of the Agreement, unless otherwise provided in an applicable Commission Schedule. Notwithstanding the foregoing, no Payments will be made with respect to an increase in the face amount of a Contract when the Agreement is terminated prior to such increase, and when the Agreement is terminated, no Payments with respect to any Securities Contracts shall be made after the Broker-Dealer ceases to be properly licensed to sell Securities Contracts. General Agent and Broker-Dealer shall continue to be liable for any chargebacks pursuant to the provisions of this Contracts Schedule, and for any other amounts advanced by or otherwise due The Company or John Hancock Distributors LLC under the Agreement. JOINT BUSINESS. Any Contract sold by General Agent or Broker-Dealer in conjunction with any other person authorized to sell the Contracts shall be considered as joint business and, unless otherwise agreed to by The Company, the amount of the compensation due on the Payments accepted under that Contract shall be apportioned equally among each participant in the sale. General Agent or Broker-Dealer shall provide The Company with written notice of any such joint business and of the existence of any agreement among participants for unequal apportionment of compensation. PROHIBITION AGAINST REBATES. General Agent and Broker-Dealer shall not, and shall cause the Agents not to, rebate, offer to rebate or withhold any part of any payments due on the Contracts. If General Agent, Broker-Dealer or any Agent shall at any time induce or endeavor to induce any owner of any Contract to discontinue payments or to relinquish any such Contract, except under circumstances where there is reasonable grounds for believing the Contract is not suitable for such person, The Company shall forthwith cease paying any and all compensation that would otherwise be due General Agent or Broker-Dealer under this Agreement. RIGHT OF SET OFF. Each of General Agent and Broker-Dealer hereby authorizes The Company to set off its liabilities to The Company and John Hancock Distributors LLC against any and all amounts otherwise payable to General Agent or Broker-Dealer, including amounts payable under the Agreement or under any other agreement pursuant to which General Agent or Broker-Dealer receive compensation directly or indirectly from The Company. Each of General Agent and Broker-Dealer shall be liable for the portion of any debit balance equal to advances on unearned compensation which appears in their respective Advance Accounts. Such portion of the debit balance shall be payable by General Agent or Broker-Dealer, as applicable, upon demand by The Company. At the option of The Company, interest at the maximum rate permissible by state law will accrue on such portion of the debit balance from the time a debit balance occurs in such account. PAYING AGENT FOR INSURANCE CONTRACTS. At the request of General Agent, The Company, at its discretion, may agree to act as General Agent's paying agent and make payments of compensation directly to such Insurance Agents and such other appropriate parties who are not employees of General Agent but are appointed with The Company and are entitled to compensation from General Agent in connection with the sale of those Insurance Contracts that are not variable annuity contracts or variable life insurance policies, as General Agent may designate from time to time. 11 EXHIBIT B GENERAL LETTER OF RECOMMENDATION General Agent hereby certifies to The Company that all of the following requirements will be fulfilled in conjunction with the submission by General Agent of licensing/appointment papers for all applicants to become Agents ("Applicants"). General Agent will, upon request, forward proof of compliance with same to The Company in a timely manner. 1. We have made a thorough and diligent inquiry and investigation relative to each Applicant's identity, residence, business reputation and experience and declare that each Applicant is personally known to us, has been examined by us, is known to have a good business reputation, is reliable, is financially responsible and is worthy of a license and appointment as an Agent. Each individual is trustworthy, competent and qualified to act as an agent for The Company and hold himself out in good faith to the general public. We vouch for each Applicant. 2. We have on file a Form B-300, B-301 or U-4 which was completed by each Applicant. With respect to each Applicant to become a Securities Agent, we have fulfilled all the necessary investigative requirements for the registration of each such Applicant as a registered representative through our NASD member firm, and each such Applicant is presently registered as an NASD registered representative. The above information in our files indicates no fact or condition which would disqualify the Applicant from receiving a license, and all the findings of all investigative information is favorable. 3. We certify that all educational requirements have been met for the specific state in which each Applicant is requesting a license and that all such persons have fulfilled the appropriate examination, education and training requirements. 4. If the Applicant is required to submit his or her picture, signature and securities registration in the state in which he or she is applying for a license, we certify that those items forwarded to The Company are those of the Applicant and the securities registration is a true copy of the original. 5. We hereby warrant that the Applicant is not applying for a license with The Company in order to place insurance chiefly or solely on his or her life or property or on the lives, property or liability of his or her relatives or associates. 6. We certify that each Applicant will receive close and adequate supervision, and that we will make inspection when needed of any or all risks written by these Applicants, to the end that the insurance interest of the public will be properly protected. 7. We will not permit any Applicant to transact insurance as an agent until duly licensed therefor. No Applicants have been given a contract or furnished supplies, nor have any Applicants been permitted to write, solicit business or act as an agent in any capacity, and they will not be so permitted until the certificate of authority or license applied for is received. 8. We certify that General Agent, Broker-Dealer and Applicant shall have entered into a written agreement pursuant to which: (a) Applicant is appointed a Sub-agent of General Agent and a registered representative of Broker-Dealer; (b) Applicant agrees that his or her selling activities relating to the Securities Contracts shall be under the supervision and control of Broker-Dealer and his or her selling activities relating to the Insurance Contracts shall be under the supervision and control of General Agent; and (c) that Applicant's right to continue to sell such Contracts is subject to his or her continued compliance with such agreement and any procedures, rules or regulations implemented by Broker-Dealer or General Agent. 12 EXHIBIT C POLICIES AND PROCEDURES SCHEDULE In addition to its administrative procedures, The Company has adopted the following Codes which contain policies and procedures applicable to the offer, sale and servicing of the Contracts: Privacy Code Agent's Code of Conduct 13 ATTACHMENT A
BROKER/DEALER APPROVAL DATE ------------- ------------- 1 Financial Marketplace Securities, LLC 07-Feb-02 1st Discount Brokerage, Inc. 07-May-02 1st Global Capital Corp. 01-Feb-99 1st Worldwide Financial Partners, LLC 04-Aug-06 3 Mark Equities, Inc. 25-Sep-01 A&F Financial Securities, Inc. 17-Dec-01 Abacus Investments, Inc. 20-Dec-94 Access Financial Group, Inc. 10-Apr-02 Access Investments, Inc. 05-Oct-04 Ace Diversified Capital, Inc. 30-Jul-08 ACS Securities Corp. 09-Sep-95 Advanced Advisor Group, LLC 31-Aug-07 Advanced Planning Securities, Inc. 01-Jan-02 Advantage Capital Corporation 01-Jun-92 Adviser Dealer Services, Inc. 07-Sep-07 Advisory Group Equity Services Ltd. 28-Feb-96 Aegis Capital Corp. 25-Jul-05 Aegis Investments, Inc. 01-Jan-02 AFA Financial Group, LLC 08-Oct-03 Affinity Investment Services, LLC 05-Jan-09 Agile Securities, Inc. 28-Mar-96 AHT Financial Group, Ltd. 01-Jan-02 AIG Retirement Advisors, Inc. 19-Apr-02 Alamo Capital 01-Jan-02 Alerus Securities Corporation 13-Jun-95 Alexander Investment Services Co. 09-Feb-07 Allegheny Investments, Ltd. 18-Apr-90 Allegiant Securities L.L.C. 03-Aug-06 Allen & Company of Florida, Inc. 17-Apr-02 Allen C. Ewing & Co. 16-Apr-01 Alliance Advisory & Securities, Inc. 24-Dec-99 Alliance Affiliated Equities Corporation 13-Dec-02 Allied Asset Management, Inc. 01-Jan-02 Allstate Financial Services, LLC 12-Jan-94 Alternative Wealth Strategies, Inc. 02-Jul-08 Amcore Investment Services, Inc 25-Mar-03 Amegy Investments, Inc. 31-Jul-03 American Classic Securities, Inc. 01-Jan-02 American Equity Investment Corporation 09-Oct-02 American Financial Associates, Inc. 10-May-93 American General Securities Incorporated 01-Jul-92 American Independent Securities Group, LLC 20-Dec-05 American Investors Company 01-Jan-02 American Investors Group, Inc. 10-Feb-95 American Municipal Securities, Inc. 01-Jan-02 American Network Securities Corp. 01-Jan-02 American Portfolios Financial Services, Inc. 18-Jan-02 American Securities Group, Inc. 22-Feb-06 American Wealth Management, Inc. 01-Jan-02 Ameriprise Advisor Services, Inc. 09-Jan-03
Ameriprise Financial Services, Inc. 17-Oct-05 Ameritas Investment Corp 03-Mar-00 Amtrust Investment Services, Inc. 08-Mar-04 Amvest Securities, Incorporated 01-Jan-02 Ancora Securities, Inc. 20-Feb-03 Anderson & Strudwick, Incorporated 12-Nov-01 Andrew Garrett Inc. 18-Aug-93 Aon Benfield Securities, Inc. 22-Aug-01 Apple Tree Investments, Inc. 22-Jan-08 Arete Wealth Management, LLC 04-Dec-08 Arlington Securities, Incorporated 31-Aug-00 Arma Financial Services, Inc. 01-Jan-93 Arrowhead Investment Center, LLC 01-Jan-02 Arvest Asset Management 27-Feb-03 ASH Securities Wholesaling, Inc. 14-Jan-99 Ashton Young, Inc. 25-Jul-03 Askar Corp. 06-Jun-00 Assist Investment Management Company, Inc. 01-Jan-02 Associated Investment Services, Inc. 24-Jun-04 Associated Securities Corp. 29-Dec-99 Atlantic Coast Securities Corporation 01-Jan-02 Aura Financial Services, Inc. 01-Jan-02 Aventura Securities, LLC 02-May-08 Avisen Securities, Inc. 13-Jul-06 AXA Advisors, LLC 08-Oct-93 B. C. Ziegler And Company 05-Nov-98 B.B. Graham & Company, Inc. 14-Apr-04 Bainbridge Securities Inc. 22-Aug-02 Ballew Investments, Inc. 01-May-95 Banc of America Investment Services, Inc. 22-Apr-03 Bancnorth Investment Group, Inc. 09-Jun-00 BancorpSouth Investment Services, Inc. 09-Mar-07 BancWest Investment Services, Inc. 05-Sep-00 Bankers & Investors Co. 27-May-03 Bankoh Investment Services, Inc. 20-Jun-00 Bannon, Ohanesian & Lecours, Inc. 15-Mar-93 BB&T Investment Services, Inc. 16-Nov-99 BCG Securities, Inc. 02-Jul-03 Beaconsfield Financial Services, Inc. 28-Mar-03 Beard Financial Services, Inc. 30-May-02 Becker & Suffern, Ltd. 01-Apr-96 Bedminster Financial Group, Limited 28-Nov-06 Beneficial Investment Services, Inc. 15-Aug-07 Benefit Funding Services, LLC 07-Oct-04 Bentley-Lawrence Securities, Inc. 01-Jan-02 Bernard Herold & Co., Inc. 01-Jan-02 Berthel, Fisher & Company Financial Services, Inc. 29-Apr-93 BestVest Investments, Ltd. 01-Jan-02 BHK Securities, LLC 19-Dec-06 Bill Few Securities, Inc. 01-Jan-02 Birchtree Financial Services, Inc. 10-Jan-03 Birkelbach Investment Securities, Inc. 01-Jan-02 Blakeslee And Blakeslee Inc. 15-Jan-04

BMA Securities 20-Jun-08 Bodell Overcash Anderson & Co., Inc. 17-May-05 Boenning & Scattergood, Inc. 06-Aug-08 Bosc, Inc. 03-Apr-98 BPU Investment Management Inc. 31-Jul-08 Brandon Investments, Inc. 26-Aug-93 Brecek & Young Advisors, Inc. 22-Nov-00 Brewer Financial Services, LLC 12-Jul-06 Brighton Securities Corp. 01-Jan-02 Bristol Financial Services, Inc 21-Aug-07 Broad Street Securities, Inc. 01-Jan-02 Broker Dealer Financial Services Corp. 14-Jul-99 Brokers International Financial Services, LLC. 25-Sep-06 brokersXpress LLC 01-Feb-06 Brookstone Securities, Inc. 22-Nov-05 Brown Advisory Securities, LLC 29-May-03 Brown Associates, Inc. 15-Feb-89 Buckman, Buckman & Reid, Inc. 01-Jan-02 Bull & Bear Brokerage Services, Inc. 01-Jan-02 Burnham Securities Inc. 13-Feb-07 Butler Freeman Tally Financial Group, LLC 20-Aug-02 Butler, Wick & Co., Inc. 01-Jan-02 Buttonwood Partners, Inc. 01-Jan-02 C. G. Menk & Associates, Inc. 01-Jan-02 Cadaret, Grant & Co., Inc. 09-Sep-92 Callaway Financial Services, Inc. 01-Jan-02 Calton & Associates, Inc. 24-Apr-97 Cambridge Investment Research, Inc. 03-May-96 Cambridge Legacy Securities L.L.C. 28-Aug-03 Cambridge Way, Inc. 01-Jan-02 Camden Financial Services 21-Mar-02 Cammack Larhette Brokerage, Inc. 29-May-03 Cantella & Co., Inc. 01-Jan-02 Canterbury Consulting Incorporated 03-Jan-03 Cape Securities, Inc. 11-Aug-08 CapFinancial Partners, LLC 16-Apr-04 Capital Analysts, Incorporated 01-Jul-93 Capital Brokerage Corporation 01-Jan-02 Capital City Securities, LLC 03-Oct-08 Capital Financial Services, Inc. 04-Nov-91 Capital Guardian, LLC 14-Sep-06 Capital Investment Brokerage, Inc. 01-Jan-02 Capital Investment Group, Inc. 27-Jun-96 Capital Management Securities, Inc. 04-Feb-88 Capital One Investment Services LLC 08-Dec-04 Capital Portfolio Management, Inc. 10-Apr-08 Capital Securities Investment Corporation 01-Jan-02 Capital West Securities, Inc. 27-Mar-96 CapitalQuest Securities, Inc. 03-Sep-08 Capitol Securities Management, Inc. 01-Jul-93 Capstone Investments 01-Jan-02 CapWest Securities, Inc. 21-Mar-02 Cardinal Investments, Inc. 01-Jan-02

Carey, Thomas, Hoover, & Breault, Inc. 01-Jan-02 Carl P. Sherr & Co., LLC 11-Jul-05 Carolinas Investment Consulting LLC 01-Jan-02 Carter, Terry & Company, Inc. 01-Jan-02 Carty & Company, Inc. 01-Jan-02 Cary Street Partners LLC 23-Aug-07 Cascade Financial Management, Inc. 21-May-03 Cascade Investment Group, Inc. 17-Jan-95 Catholic Financial Services Corporation 21-Mar-03 CBIZ Financial Solutions, Inc. 13-Mar-96 CCO Investment Services Corp. 22-Dec-05 Cedar Creek Securities, Inc. 03-Oct-08 Centara Capital Securities, Inc. 01-May-06 Centaurus Financial, Inc. 15-Sep-93 Centennial Securities Company, LLC 01-May-02 Century Securities Associates, Inc. 16-May-01 CFD Investments, Inc. 07-Jan-94 CG Brokerage L.L.C. 11-Nov-05 Chase Investment Services Corp. 01-Jan-02 Chauner Securities, Inc. 18-May-92 Chevy Chase Financial Services 04-May-04 Chicago Investment Group, LLC 20-Feb-08 Chittenden Securities, LLC. 21-Jun-06 Choice Investments, Inc. 03-Jun-97 Christopher Weil & Company, Inc. 01-Jan-02 Chrysalis Capital Group, LLC 31-Aug-06 CIG Securities 17-Jan-05 Citigroup Global Markets Inc. 20-Mar-92 City Securities Corporation 01-Jan-02 Clark Dodge & Co., Inc. 15-Mar-07 Clark Securities, Inc. 31-Aug-00 Cleary Gull Inc. 01-Jan-02 CMP Equities, Inc. 27-Jun-88 CMS Investment Resources, Inc. 03-Apr-97 Coastal Equities, Inc. 01-Jan-02 Coburn & Meredith, Inc. 01-Jan-02 Coker & Palmer, Inc. 08-Jan-03 Colby & White, LP 30-Sep-03 Colonial Brokerage, Inc. 25-Mar-03 Colony Park Financial Services LLC. 09-May-07 Comerica Securities,Inc. 08-May-02 Commerce Brokerage Services, Inc. 01-Jan-02 Commerce Capital Markets, Inc. 07-Aug-02 Commonwealth Financial Group, Inc. 28-Jan-04 Commonwealth Financial Network 10-Sep-92 Community Bankers Securities, LLC 11-May-98 Community Investment Services, Inc. 25-Apr-02 Compak Securities, Inc. 26-Sep-06 Compass Brokerage, Inc. 30-Apr-04 Compass Securities Corporation 30-Mar-92 Comprehensive Asset Management and Servicing, Inc. 24-Aug-01 Conover Securities Corporation 01-Jan-02 Conservative Financial Services, Inc. 01-Jan-02

Consolidated Financial Investments, Inc. 19-Dec-06 Constellation Wealth Advisors LLC 23-Jun-08 Continental Investors Services, Inc. 18-Aug-08 Cooper Investment Company 01-Jan-02 Cooper Malone McClain, Inc. 15-Mar-02 Coordinated Capital Securities, Inc. 27-May-93 Core Pacific Securities USA LLC 12-Dec-02 Corinthian Partners, L.L.C. 01-Jan-02 Cornerstone Institutional Investors, Inc. 01-Jan-02 Correll Co. Investment Services Corp. 12-Mar-97 Cost Containment Services, Inc. 01-Jan-02 Country Club Financial Services, Inc. 06-Mar-02 Courtlandt Securities Corporation 18-Dec-06 CP Capital Securities 01-Jan-02 CPI Capital 11-Nov-98 CPS Financial & Insurance Services, Inc. 29-Feb-00 Crestone Securities LLC 07-Nov-00 Crews & Associates, Inc. 09-Feb-04 Crowell, Weedon & Co. 01-Jan-02 Crown Capital Securities, L.P. 16-Jul-99 CS Capital Strategies Financial Group, Inc. 01-Jan-02 CUE Financial Group, Inc. 01-Jan-02 Cullen Investment Group, Ltd. 01-Jan-02 Cullum & Burks Securities, Inc. 18-May-04 Cumberland Brokerage Corporation 19-Apr-04 CUNA Brokerage Services, Inc. 01-Jan-02 Curren & Company 01-Jan-02 Curtis Securities, LLC 21-Oct-03 CUSO Financial Services, L.P. 12-Jun-01 Cutter & Company, Inc. 22-Jan-01 CW Securities, LLC 01-Jul-04 D.A. Davidson & Co. 20-Oct-00 D.B. Frank Investments, Inc. 07-May-04 D.H. Hill Securities LLP 04-Nov-02 Dale K. Ehrhart, Inc. 01-Mar-96 Dalton Strategic Investment Services Inc. 01-Jan-02 DAS Financial Services, Inc. 07-Oct-04 Dautrich, Seiler Financial Services, Inc. 20-Mar-08 Davenport & Company LLC 18-Apr-90 David A. Noyes & Company 01-Jan-02 David M Polen Securities, LLC 01-Jan-02 Davinci Capital Management Inc. 03-Feb-05 Delta Equity Services Corporation 01-Jan-02 Delta Trust Investments, Inc. 11-Aug-05 Dempsey Financial Network, Inc. 06-Jan-98 Dempsey Lord Smith, LLC 08-May-07 Despain Financial Corporation 01-Jan-02 Detwiler, Mitchell, Fenton & Graves, Inc. 30-Apr-02 Deutsche Bank Securities Inc. 07-Mar-02 DeWaay Financial Network, LLC 02-Aug-07 DFP Equities, Inc. 01-Jan-02 Direct Capital Securities, Inc. 29-Aug-08 Diversified Global Capital Group, Inc. 27-Sep-02

Diversified Resources, LLC 27-Aug-03 Diversified Securities, Incorporated 25-Sep-00 Dolphin Securities, Inc. 25-Feb-88 Domestic Financial Services, Inc. 01-Jan-02 Dominick & Dominick LLC 01-May-08 Dominion Investor Services, Inc. 01-Dec-95 Don Alexander Investments, Inc. 01-Jan-02 Dorsey & Company, Inc. 07-May-02 Dortch Securities & Investments, Inc. 01-Jan-02 Dougherty & Company LLC 01-Jan-02 Duerr Financial Corporation 05-Feb-03 Eagle Equities, Inc. 27-Jan-09 Eagle One Investments, LLC 27-Jul-00 ECM Securities Corp. 17-Jan-03 Economy Securities, Incorporated 01-Jan-02 EDHJ Brokerage Services, LLC 01-Jan-02 EDI Financial, Inc. 01-Jan-02 Edward Jones 09-Nov-99 Edwin C. Blitz Investments, Inc. 14-May-08 EK Riley Investments, LLC 15-Jul-05 Elish & Elish Inc. 07-Oct-05 Elite Securities, Inc. 10-Mar-03 Eltekon Securities, LLC 15-Jan-04 Emerging Growth Equities, Ltd. 22-Aug-02 Emerson Equity LLC 25-May-05 Emmett A Larkin Company, Inc. 03-Sep-02 Empire Financial Group, Inc. 01-Jan-02 Empire Securities Corporation 24-Aug-05 Ensemble Financial Services, Inc. 17-Sep-02 Eplanning Securities, Inc. 06-Jul-00 Equinox Securities, Inc. 19-Oct-06 Equitable Advisors, Inc. 16-Apr-08 Equitas America, LLC 10-Nov-00 Equity Services, Inc. 19-Sep-88 Essex Financial Services, Inc. 18-Nov-03 Essex National Securities, Inc. 17-Apr-02 Essex Securities LLC 26-Sep-03 Evolve Securities, Inc. 25-Jul-05 Excalibur Financial Group, Inc. 01-Jan-02 Executive Services Securities, Inc. 31-Oct-08 Exprss Securities, Inc. 10-Sep-04 Fairport Capital, Inc. 19-May-93 Family Investors Company 01-Jan-02 Farmers Financial Solutions, LLC 01-Jan-02 FAS Corp. 13-Oct-99 FB Equity Sales Corporation of Michigan 05-Jul-99 FBT Investments, Inc. 01-Jan-02 Feltl & Company 30-Dec-04 Fenwick Securities, Inc. 01-Jan-02 Ferris, Baker Watts Incorporated 25-Jan-91 Fifth Third Securities, Inc. 01-Jan-02 Finance 500, Inc. 01-Jan-02 Financial Advisers of America, LLC 05-Jul-07

Financial Consultant Group, LLC 18-Jun-02 Financial Network Investment Corporation 01-Nov-88 Financial Paradigms, Inc. 11-Jul-03 Financial Planning Consultants, Inc. 01-Jan-02 Financial Security Management, Incorporated 04-Jun-01 Financial Telesis Inc 01-Jan-02 Financial West Group 12-Feb-92 Fintegra, LLC 28-Jul-00 First Allied Securities, Inc. 01-May-91 First American Capital and Trading Corporation 25-Oct-06 First Bankers' Banc Securities, Inc 01-Jan-02 First Brokerage America, L.L.C. 08-Jul-04 First Citizens Financial Plus, Inc. 13-May-02 First Citizens Investor Services, Inc. 05-Oct-98 First Citizens Securities Corporation 13-Dec-06 First Dallas Securities Incorporated 25-Apr-03 First Financial Equity Corporation 08-Nov-02 First Financial Securities Of America, Inc. 01-Jan-02 First Founders Securities, Inc. 26-Feb-08 First Heartland Capital, Inc. 11-Oct-93 First Independent Financial Services, Inc. 14-Apr-04 First Kentucky Securities Corporation 22-Feb-06 First Lincoln Investments, Inc. 01-Jan-02 First Midwest Securities, Inc. 01-Feb-97 First Montauk Securities Corp. 01-Sep-95 First Research Financial 01-Jan-02 First Security Capital Management, Inc. 01-Jan-02 First Southwest Company 21-Jan-05 First Tennessee Brokerage, Inc. 01-Jan-02 First Wall Street Corp. 01-Jan-02 First Western Advisors 01-Jan-02 First Western Securities, Inc. 10-Feb-03 Florida Investment Advisers 13-Mar-03 FMN Capital Corporation 08-Dec-97 FMSbonds, Inc. 15-Apr-97 FNB Brokerage Services, Inc. 01-Jan-02 FNBB Capital Markets, LLC 08-Feb-07 Folger Nolan Fleming Douglas Incorporated 13-Dec-06 Foothill Securities, Inc. 08-Feb-94 Foresight Investments, LLC 14-Feb-05 Foresters Equity Services, Inc. 04-Jan-06 Fortune Financial Services, Inc. 01-Jan-02 Fortune Securities, Inc. 06-Aug-08 Founders Financial Securities LLC 20-Jul-06 Fourth Street Financial Group, Inc. 01-Jan-02 Fox & Company Investments Inc. 01-Mar-91 Fox & Henry, Inc. 27-Jan-93 FPCM Securities, LLC 16-Jan-08 Freedom Investors Corp. 12-Apr-04 Frost Brokerage Services, Inc. 01-Nov-04 FSC Securities Corporation 17-Nov-98 FSIC 15-Jun-99 Fulcrum Securities, Inc. 27-Nov-07

G - W Brokerage Group, Inc. 01-Jan-02 G & W Equity Sales, Inc. 03-Jun-04 G. A. Repple & Company 13-May-93 G.F. Investment Services, LLC 01-Dec-05 G.L.S. & Associates, Inc. 01-Jan-02 Garden State Securities, Inc. 21-Dec-01 Gardner Financial Services, Inc. 01-Jan-02 Gateway Investment Services, Inc. 01-Jan-02 GBS Financial Corp. 01-Jan-02 GDC Securities, LLC 01-Jan-02 Geneos Wealth Management, Inc. 26-Jul-02 General Securities Corp 01-Jan-02 Genworth Financial Securities Corporation 24-Aug-01 Gerwin Group, Inc. 06-Oct-03 GFA Securities, LLC 28-Apr-04 Girard Securities, Inc. 05-Jul-02 Glen Eagle Advisors LLC 28-Nov-05 Global Brokerage Services, Inc. 01-Jan-02 Globalink Securities, Inc. 04-Apr-07 GLP Investment Services, LLC 21-Oct-03 Goelzer Investment Management 01-Jan-02 Gold Coast Securities, Inc. 01-Jan-02 Goodwin Browning & Luna Securities, Inc. 24-Jul-02 Googins & Anton, Inc. 29-Aug-06 Grant Bettingen, Inc. 01-Jan-02 Grant Williams L.P. 26-Feb-08 GRB Financial LLC 11-Aug-08 Great American Advisors, Inc. 15-May-97 Great American Investors, Inc. 16-Mar-98 Great Circle Financial, Inc. 31-Jul-08 Greenberg Financial Group 01-Jan-02 Greenbrier Diversified, Inc. 13-Jun-02 Gregory, Zent & Swanson, Inc. 31-Jan-94 GunnAllen Financial, Inc 20-Dec-00 GWN Securities Inc. 29-Mar-04 H. Beck, Inc. 23-Mar-89 H. C. Denison Co. 01-Jan-02 H.D. Brent & Company, Inc. 04-Apr-07 H.D. Vest Investment Services 08-May-01 Haas Financial Products, Inc. 07-May-93 Hahn Securities, Inc. 01-Jan-02 Halbert, Hargrove & Co. 01-Jan-02 Hancock Investment Services, Inc. 26-Sep-03 Hancock Securities Group, LLC 01-Jan-02 Hanson McClain Retirement Network LLC 07-Sep-07 Hantz Financial Services, Inc. 01-Jan-02 Harbor Financial Services, LLC 06-Oct-04 Harbour Investments, Inc. 05-Feb-92 Harold Dance Investments 01-Jan-02 Harris Investor Services, Inc. 01-May-06 Harrison Douglas, Inc. 16-May-03 Harvest Capital LLC 02-Dec-99 Harvest Financial Corporation 13-Mar-96

Hazard & Siegel, Inc. 07-May-04 Hazlett, Burt & Watson, Inc. 01-Aug-02 HBW Securities LLC 24-Jan-06 Heartland Investment Associates, Inc. 15-Jul-93 Hefren-Tillotson, Inc. 17-Jun-88 Heim, Young & Associates, Inc. 01-Jan-02 Henley & Company LLC 09-May-06 Herbert J. Sims & Co. Inc. 03-Feb-04 Heritage Financial Systems, Inc. 22-Aug-05 Herndon Plant Oakley, Ltd. 13-Mar-02 Highland Financial, Ltd. 06-Aug-08 HighTower Securities, LLC 29-Oct-08 Hollencrest Securities, LLC 20-Feb-06 Holloway & Associates, Inc. 11-Apr-06 Horan Securities, Inc. 15-Aug-98 Hornor, Townsend & Kent, Inc. 01-Aug-93 Horwitz & Associates, Inc. 01-Jan-02 Howe Barnes Hoefer & Arnett, Inc. 01-Jan-02 HRC Investment Services, Inc. 01-Jan-02 HSBC Securities (USA) Inc. 27-Apr-04 Huckin Financial Group, Inc. 18-May-05 Hudson Heritage Capital Management, Inc. 01-Jan-02 Hunter Associates, Inc. 23-Feb-96 Huntleigh Securities Corporation 01-May-98 IBC Investments 16-Jan-02 IBN Financial Services, Inc. 27-Feb-07 ICBA Financial Services Corporation 10-Nov-03 IMS Securities, Inc. 01-Mar-95 Independence Capital Co., Inc. 07-Dec-06 Independent Financial Group, LLC 12-Sep-03 Indiana Merchant Banking and Brokerage Co., Inc. 01-Jan-02 Indiana Securities, LLC 10-Mar-00 Infinex Investments, Inc. 28-Sep-04 Infinity Securities, Inc. 17-Jun-08 ING Financial Advisers, LLC 02-Aug-02 ING Financial Partners, Inc. 05-Dec-94 Inlet Securities, LLC 21-Oct-08 Institutional Capital Management, Inc. 24-Sep-02 Institutional Securities Corporation 01-Jan-02 Integrated Trading And Investments, Inc. 05-Jun-00 Integrity Brokerage Services, Inc. 21-Jan-05 Intercarolina Financial Services, Inc. 28-Jun-00 Interlink Securities Corp. 25-Nov-97 Intermountain Financial Services, Inc. 03-Dec-02 International Assets Advisory, LLC 17-Apr-03 International Money Management Group, Inc. 24-Nov-95 Interpacific Investors Services, Inc. 22-Jul-93 Intersecurities, Inc. 01-Apr-91 Intervest International Equities Corporation 03-Nov-95 Invescor Wholesale BD, Inc. 12-Apr-07 Invest Financial Corporation 20-Jul-98 Investacorp, Inc. 24-May-93 Investment Architects, Inc. 17-Aug-92

Investment Centers of America, Inc. 22-Jul-99 Investment Network, Inc. 28-Oct-05 Investment Planners, Inc. 11-Mar-97 Investment Professionals, Inc. 09-Aug-93 Investment Security Corporation 25-Oct-02 Investors Capital Corp. 03-Mar-99 Investors Security Company, Inc. 27-Jul-92 ISG Equity Sales Corporation 02-Nov-05 J K R & Company, Inc. 01-Sep-98 J. Alden Associates, Inc. 01-Jan-02 J. B. Hanauer & Co. 01-Jan-98 J.J.B. Hilliard, W.L. Lyons, Inc. 01-Sep-93 J.K. Financial Services, Inc. 07-Sep-07 J.P. Turner & Company, L.L.C. 03-Jul-02 J.W. Cole Financial, Inc. 08-Sep-03 Jack V. Butterfield Investment Company 06-Jul-04 Jacques Financial, LLC 25-Jul-02 James C. Butterfield Inc. 31-Aug-06 James T. Borello & Co. 02-Aug-06 Janney Montgomery Scott LLC 15-Jul-93 JBS Liberty Securities, Inc. 22-Aug-01 Jefferson Pilot Securities Corporation 01-Dec-88 Jesup & Lamont Securities Corp 15-May-06 John James Investments, Ltd. 22-Sep-05 Johnson Securities, Inc. 12-May-87 Johnston, Lemon & Co. Incorporated 01-Jan-02 JRL Capital Corporation 12-May-89 JTA Securities Management, Inc. 05-Feb-09 JVB Financial Group, LLC 10-Jan-03 K. W. Chambers & Co. 11-Jun-97 Kaiser and Company 01-Jan-02 Kalos Capital, Inc. 18-May-04 KCD Financial, Inc. 17-Nov-03 Kercheville & Company, Inc. 16-Feb-01 Key Investment Services LLC 30-Jan-06 Kingsbridge Capital Corp. 09-Jun-03 KMS Financial Services, Inc. 14-Jun-93 Kovack Securities Inc. 24-Dec-98 KW Securities Corporation 01-Jan-02 L & M Securities Company Inc. 25-Mar-03 L&M Financial Services 01-Jan-02 L.M. Kohn & Company 18-Jul-00 L.O. Thomas & Co. Inc. 01-Jan-02 Labrunerie Financial Services, Inc. 01-Jan-02 Landaas & Company 01-Jan-02 Landmark Investment Group, Inc 31-May-07 Landmark Investment Group, Inc 31-May-07 Landoak Securities, LLC 16-Jan-02 Landolt Securities, Inc. 07-Mar-08 Langdon Shaw Securities, Inc. 01-Jan-02 Lara, Shull & May, LLC 20-Oct-08 Larimer Capital Corporation 15-Jun-88 LarsonAllen Financial, LLC 01-May-08

LaSalle St Securities, L.L.C. 14-Mar-94 Lauver & Company, Inc. 02-Mar-92 Leerink Swann & Company 30-May-02 Legacy Financial Services, Inc. 20-Aug-98 Legend Equities Corporation 01-Jan-02 Legend Securities, Inc. 01-Jan-02 Leigh Baldwin & Co., LLC 04-Jun-01 Leonard & Company (DBA) 12-Jul-01 Leumi Investment Services Inc. 29-Apr-04 Lewis Financial Group, L.C. 01-Jan-02 Lexington Investment Company, Inc. 01-Jul-92 Liberty Capital Investment Corporation 01-Jan-02 Liberty Group, LLC 01-Jan-02 Liberty Partners Financial Services, LLC 18-Aug-04 Lieblong & Associates, Inc. 01-Jan-02 Lifemark Securities Corp. 25-Oct-94 Lighthouse Capital Corporation 01-Jan-02 Lighthouse Securities, LTD. 01-Jan-02 Lincoln Financial Advisors Corporation 30-Mar-93 Lincoln Investment Planning, Inc. 01-Jun-92 Lockton Financial Advisors, LLC 12-Aug-08 Lombard Securities Incorporated 01-Jan-02 Long Island Financial Group, Inc. 01-Jan-02 Loria Financial Group, LLC 08-Aug-01 Lowell & Company, Inc. 24-Jul-08 LPL Financial Corporation 01-Mar-90 Lucien, Stirling & Gray Financial Corporation 22-Feb-99 M Holdings Securities, Inc. 14-Jun-00 M&I Financial Advisors, Inc. 02-Apr-03 M&T Securities, Inc. 01-May-03 M.L. Stern & Co., LLC. 24-Jun-02 Mack Investment Securities, Inc. 04-Jun-91 MAFG RIA Services, Inc. 10-Dec-96 Magner Securities, LLC 06-Aug-08 Main Street Securities, LLC 07-Nov-01 Manarin Securities Corporation 01-Jan-02 Maplewood Investment Advisors, Inc. 01-Jan-02 Marquis Financial Services, Inc. 01-Jan-02 Mason Securities, Inc. 23-Jan-95 May Capital Group, L.L.C. 10-Mar-03 MBM Securities, Inc. 05-Jul-06 McAdams Wright Ragen, Inc. 05-Jul-07 McClurg Capital Corporation 04-Aug-98 McDonald Investments Inc. 22-Apr-94 McKim Capital, Inc. 23-Mar-04 MCL Financial Group, Inc. 01-Jan-02 McLaughlin, Piven, Vogel Securities, Inc. 01-May-02 McNally Financial Services Corporation 09-Jan-04 Medallion Investment Services, Inc. 25-Apr-00 Mellon Securities LLC 01-Jan-02 Mercer Allied Company, L.P. 11-Aug-95 Meridian United Capital, LLC 20-Jan-09 Meridien Financial Group, Inc. 07-Sep-06

Merrill Lynch, Pierce, Fenner & Smith Incorporated 31-Dec-90 Merrimac Corporate Securities, Inc. 27-Jul-04 Mesirow Financial, Inc. 10-Jun-94 Metlife Securities Inc. 15-Jul-98 Meyers Associates, L.P. 13-Jun-02 MHA Financial Corp 08-Nov-02 MICG Investment Management, LLC 08-Aug-01 Michigan Securities, Inc. 01-Jan-02 Mid Atlantic Capital Corporation 09-Apr-93 MidAmerica Financial Services, Inc. 03-Oct-08 Mid-Atlantic Securities, Inc. 19-Dec-90 Midsouth Capital, Inc. 08-Aug-01 Midwest Financial and Investment Services, Inc. 12-Jul-02 Midwestern Securities Trading Company, LLC 01-Jan-02 Milestone Investments, Inc. 23-Apr-02 Milkie/Ferguson Investments, Inc. 01-Jan-02 Mitre Group LLC 14-Sep-07 MMC Securities Corp. 04-May-01 MML Investors Services, Inc. 13-Oct-95 Moloney Securities Co., Inc. 23-Nov-00 Money Concepts Capital Corp 30-Aug-95 Money Consultants Services, Inc. 01-Jan-02 Money Management Advisory, Inc. 01-Jan-02 Moors & Cabot, Inc. 01-Jan-02 Morgan Keegan & Company, Inc. 15-Jul-98 Morgan Stanley & Co. Incorporated 22-Jun-89 Morris Group, Inc. 01-Jan-02 Moss Adams Securities & Insurance LLC 09-Jun-06 MTL Equity Products, Inc. 08-Aug-01 Multi-Financial Securities Corporation 06-Jul-94 Mutual of Omaha Investor Services, Inc. 03-Jun-08 Mutual Securities, Inc. 01-Jan-02 Mutual Service Corporation 08-Feb-88 Mutual Trust Co. of America Securities 12-Mar-99 MWA Financial Services Inc. 21-Feb-02 Natcity Investments, Inc. 01-Jan-02 National Planning Corporation 25-Nov-98 National Securities Corporation 01-Jan-02 Nations Financial Group, Inc. 01-Jan-02 Nationwide Planning Associates Inc. 28-Mar-03 Nationwide Securities, LLC 16-Aug-04 Navy Federal Brokerage Services, LLC 30-Jan-07 NBC Securities, Inc. 14-Apr-01 Neidiger, Tucker, Bruner, Inc. 28-Jun-00 Nelnet Capital LLC 24-Jan-07 Nelson Ivest Brokerage Services, Inc. 04-Dec-02 Nelson Securities,Inc. 01-Jan-02 Network 1 Financial Securities Inc. 06-Feb-03 New England Securities 01-Jan-94 New Horizons Asset Management Group, LLC 19-Jun-06 NewAlliance Investments, Inc. 23-Feb-04 Newbridge Securities Corporation 25-Jan-02 Newport Group Securities, Inc. 03-Sep-03

Nexity Financial Services, Inc. 30-Jul-08 Next Financial Group, Inc. 01-Jan-02 NFP Securities, Inc. 13-Jun-97 NGC Financial, LLC 06-Mar-08 Ni Advisors 14-Mar-07 NIA Securities, L.L.C. 02-Jul-03 Nicol Investors Corporation 20-Apr-04 Noesis Capital Corp. 08-May-07 Nollenberger Capital Partners Inc. 02-Feb-04 North Coast Securities Corporation 01-Jan-02 North Ridge Securities Corp. 01-Jan-02 North Star Investment Services, Inc. 06-Jun-05 Northeast Securities, Inc. 01-Jan-02 Northern Lights Distributors, LLC 22-Oct-04 Northland Securities, Inc. 04-Feb-03 NorthStar Financial Partners, Inc. 28-Apr-03 Northwestern Mutual Investment Services, LLC 01-Jan-01 NPB Financial Group, LLC 27-Jun-06 NRP Financial, Inc. 01-Jan-02 Nutmeg Securities, Ltd. 01-Apr-94 NYLife Securities LLC 12-Mar-96 Oak Tree Securities, Inc. 01-Dec-94 Obsidian Financial Group, LLC 12-Jul-01 OFG Financial Services, Inc. 01-Apr-94 Oftring & Company, Inc. 01-Jan-02 Ogilvie Security Advisors Corporation 30-Aug-90 Okoboji Financial Services, Inc. 17-May-96 Omega Securities, Inc. 24-Feb-94 Omni Brokerage, Inc. 16-Mar-04 Omni Financial Securities, Inc. 16-Jul-96 Omnivest, Inc. 16-Sep-98 OneAmerica Securities, Inc. 22-Mar-00 Online Brokerage Services, Inc. 13-Nov-03 Oppenheimer & Co. Inc. 01-Jul-91 P.J. Robb Variable Corporation 01-Oct-97 Pacific Financial Associates, Inc. 01-Jan-02 Pacific West Securities, Inc. 07-Feb-01 Packerland Brokerage Services, Inc. 28-Aug-95 Painter, Smith and Gorian Inc. 01-Jan-02 Papalia Securities, Inc. 11-Jul-05 Park Financial Group, Inc. 30-Apr-03 Parsonex Securities, Inc. 30-Jan-09 Partnervest Securities, Inc. 25-Nov-02 Paulson Investment Company, Inc. 22-Oct-91 Peachtree Capital Corporation 19-Nov-05 Peak Securities Corporation 15-Nov-07 Penates Group, Inc. 24-Mar-98 Penn Plaza Brokerage, Ltd. 01-Jan-02 People's Securities, Inc. 01-Jan-02 Perkins, Smart & Boyd, Inc. 01-Jan-02 Perrin, Holden and Davenport Capital Corp. 19-Dec-05 Perryman Securities, Inc. 06-Mar-02

PFG Distribution Company 20-Nov-00 Pinnacle Equity Management, Inc. 08-Aug-02 Pinnacle Financial Group, LLC 28-Jan-05 PlanMember Securities Corporation 30-Sep-97 Planned Investment Co., Inc. 01-Jan-02 PMB Securities Corp. 19-Apr-04 PMK Securities & Research, Inc. 01-Jan-02 PNC Investments LLC 06-Apr-04 Pointe Capital, Inc. 10-Jan-06 Portfolio Advisors Alliance, Inc. 01-Jan-02 Portfolio Resources Group, Inc. 15-May-08 Portfolio Trading, LLC. 19-May-95 PPA Investments, Inc. 01-Dec-91 PPC Equities, Inc. 12-Dec-00 Preferred Client Group, Inc. 08-Sep-08 Preferred Financial Group 01-Apr-08 Presidential Brokerage, Inc. 01-Jan-02 Prim Securities, Incorporated 17-Dec-98 Prime Capital Services, Inc. 27-Aug-98 PrimeSolutions Securities, Inc. 13-Mar-02 Primevest Financial Services, Inc. 06-Jun-00 Principle Advisors, Inc. 18-Feb-05 Princor Financial Services Corporation 07-Sep-94 Private Asset Advisors 01-Jan-02 Private Asset Group, Inc. 16-Sep-08 Private Consulting Group, Inc. 10-May-99 ProEquities, Inc. 01-Jan-94 Professional Asset Management, Inc. 01-Jan-02 Profinancial, Inc. 27-May-94 Prospera Financial Services, Inc. 01-Jan-02 Protected Investors of America 15-Apr-97 Pruco Securities, LLC. 17-Sep-96 PSA Equities, Inc. 10-Feb-04 PTS Brokerage, LLC 13-Dec-04 Puplava Securities, Inc. 08-Jan-98 Purshe Kaplan Sterling Investments 01-Jan-02 PWA Securities, Inc. 06-Jun-08 QA3 Financial Corp. 11-Jun-01 Queens Road Securities, LLC 01-Jan-02 Quest Capital Strategies, Inc. 01-Jan-02 Quest Securities, Inc. 29-May-02 Questar Capital Corporation 05-Jul-99 R. Seelaus & Co.,Inc. 02-Mar-07 R.M. Stark & Co., Inc. 01-Jan-02 R.T. Jones Capital Equities, Inc. 01-Jan-02 RA Bench Securities, Inc. 30-Dec-02 Rampart Financial Services, Inc. 29-Dec-97 Raymond James & Associates, Inc. 01-Jan-02 Raymond James Financial Services, Inc. 01-Apr-89 RBC Capital Markets Corporation 13-Nov-91 RDM Investment Services, Inc. 23-Oct-01 Red Capital Markets, Inc. 02-Jan-03 Regal Securities, Inc. 04-Feb-08

Regency Securities, Inc. 29-Jan-99 Reliance Securities, LLC 27-Jul-04 Resource Horizons Group LLC 17-Sep-01 Retirement Capital Group Securities, Inc. 13-Jul-04 Retirement System Distributors Inc. 26-Feb-08 Rhodes Securities, Inc. 01-Jan-02 Rice Pontes Capital, Inc. 17-May-01 Richey Financial Group, Inc. 01-Sep-90 Riedl First Securities Company of Kansas 01-Jan-02 Riverstone Wealth Management, Inc. 24-Jan-06 RMIN Securities, Inc. 25-May-00 RMJB, Inc. 01-Jan-02 RNR Securities, L.L.C. 25-Oct-02 Robert B. Ausdal & Co. Inc. 01-Jan-02 Robert W. Baird & Co. Incorporated 05-Feb-97 Rogan & Associates, Inc. 01-Jan-02 Rothman Securities, Inc. 17-Nov-03 Rothschild Investment Corporation 17-Sep-03 Royal Alliance Associates, Inc. 30-Jul-90 Royal Securities Company 01-Jan-02 Rydex Distributors, Inc. 12-Mar-03 S.G. Long & Company 01-Jan-02 Safeguard Securities, Inc. 30-May-07 Sage, Rutty & Co., Inc. 04-Nov-04 SagePoint Financial, Inc. 31-Oct-05 Sammons Securities Company, LLC 26-Feb-02 San Francisco Securities, Inc. 11-Jun-07 Sandgrain Securities, Inc. 01-Jan-02 Saunders Retirement Advisors, Inc. 26-Jul-05 Sawtooth Securities, LLC 01-Jan-02 Saxony Securities, Inc. 08-Apr-03 SCF Securities, Inc. 01-Jan-02 Scott & Stringfellow, Inc. 01-Sep-95 Scott T. Taylor, Ltd. 09-Oct-07 Scottsdale Capital Advisors Corp 08-Nov-02 Securian Financial Services, Inc. 01-Jun-92 Securities & Investment Planning Co. 01-Jan-02 Securities America, Inc. 01-Apr-92 Securities Equity Group 11-Jul-03 Securities Service Network, Inc. 23-Sep-93 SEI Investments Distribution Co. 04-Oct-04 Selkirk Investments, Inc. 01-Jan-02 Sentinel Securities, Inc. 23-Oct-01 Shareholders Service Group, Inc. 09-Aug-05 Shepard & Vrbanac Securities, Inc. 18-Feb-02 Shields & Company 01-Jan-02 Shin Han Global Securities 09-Jun-04 SICOR Securities Inc 15-Jan-97 Sigma Financial Corporation 20-Nov-92 Signal Securities, Inc. 01-Dec-93 Signator Investors, Inc. 14-Feb-96 Signature Securities Group Corporation 27-Nov-04 SII Investments, Inc. 01-Aug-94

Silver Oak Securities, Incorporated 01-Jan-02 Sisung Securities Corporation 23-Jun-94 SKA Securities, Inc. 25-Mar-08 Slavic Investment Corporation 01-Jan-02 Sloan Securities Corp. 17-Mar-05 SMH Capital Inc. 08-Jan-02 Smith Hayes Financial Services Corporation 21-Dec-95 Smith, Brown & Groover, Inc. 01-Jan-02 Smith, Moore & Co. 01-Jan-02 SNC Capital Management Corp. 04-Nov-02 Sorrento Pacific Financial, LLC 17-Jan-06 Sorrento Pacific Financial, LLC 17-Jan-06 Southeast Investments, N.C., Inc. 01-Jan-02 Southern Trust Securities, Inc. 28-Sep-04 Southwest Securities, Inc. 22-Feb-99 Southwest Texas Capital, L.L.C 26-Jun-03 Spectrum Capital, Inc. 01-Jan-02 Spire Securities, LLC 15-Nov-07 St. Bernard Financial Services, Inc. 08-May-02 Stanford Group Company 10-Apr-00 Stanley Laman Group Securities, LLC 05-May-04 Stephens Inc. 01-Jan-02 Sterling Enterprises Group, Inc. 01-Jan-02 Sterling Monroe Securities, LLC 24-Jul-07 Stern Brothers & Co. 27-Mar-03 Sterne Agee Financial Services, Inc. 01-Jan-02 Sterne, Agee & Leach, Inc. 01-Jan-02 Steven L. Falk & Associates Inc. 01-Jan-02 Stifel, Nicolaus & Company, Incorporated 07-Aug-92 Stone & Youngberg LLC 13-Jun-02 Stonehurst Securities, Inc. 16-Jan-07 Stonnington Group, LLC 21-Jun-06 Strand, Atkinson, Williams & York, Inc. 01-Jan-02 Strongtower Financial, Inc. 26-Jun-07 Summit Brokerage Services, Inc. 01-Jan-02 Summit Equities, Inc. 15-Nov-96 SummitAlliance Securities, L.L.C. 28-May-00 Sunset Financial Services, Inc. 29-Nov-94 Sunstreet Securities, LLC 26-Feb-08 Suntrust Capital Markets, Inc. 08-May-02 Suntrust Investment Services, Inc. 01-Jan-02 Superior Financial Services, Inc. 01-Jan-02 SWBC Investment Services, LLC 13-Dec-06 SWS Financial Services 19-Aug-97 Sycamore Financial Group 01-Jan-02 SYM Capital Securities, LLC 01-Jun-05 Symetra Investment Services, Inc. 24-Jul-02 Syndicated Capital, Inc. 01-Jan-02 Synergy Investment Group, LLC 04-Dec-01 Synovus Securities, Inc. 04-Jul-02 T.S. Phillips Investments, Inc. 30-Apr-03 Tamblyn & Associates, Inc. 01-Jan-06 Taylor Securities, Inc. 06-Aug-93

TBN Securities, Inc. 18-Sep-00 TD Ameritrade, Inc. 01-Jan-02 Teckmeyer Financial Services, L.L.C. 06-Aug-97 Telemus Investment Brokers, LLC 11-May-06 TFS Securities, Inc. 20-Oct-97 The Concord Equity Group, LLC 04-Dec-01 The Enterprise Securities Company 01-Jul-99 The Garbacz Group Inc. 01-Jan-02 The GMS Group, LLC 01-Jan-02 The Huntington Investment Company 19-Jan-98 The Investment Center, Inc. 01-Jan-02 The Investment Counsel Company of Nevada 03-Sep-08 The Leaders Group, Inc. 15-May-96 The O.N. Equity Sales Company 14-Sep-90 The Oak Ridge Financial Services Group, Inc. 01-Jan-02 The Riderwood Group Incorporated 01-Jan-02 The Shemano Group, Inc. 20-Aug-03 The Strategic Financial Alliance, Inc. 11-Nov-03 The Tavenner Company 16-Feb-01 Thomas McDonald Partners, LLC 25-Apr-06 Thomaslloyd Capital LLC 01-Jan-02 Thompson Davis & Co., Inc. 18-Dec-02 Thornes & Associates, Inc. Investment Securities 01-Jan-02 Thoroughbred Financial Services, LLC 10-May-00 Thrasher & Company, Inc. 01-May-03 Thurston, Springer, Miller, Herd & Titak, Inc. 12-Apr-95 TIAA-CREF Individual & Institutional Services, LLC 25-Jun-07 TimeCapital Securities Corporation 18-Jul-02 Tower Square Securities, Inc. 22-Jan-96 TradeRight Securities, Inc. 12-Apr-04 Trading Services Group, Inc. 09-Aug-91 Transam Securities, Inc. 18-May-93 Transamerica Financial Advisors, Inc. 15-Feb-94 Triad Advisors, Inc. 15-Jan-99 Triangle Securities, LLC 01-Jan-02 Tricor Financial, LLC 21-Aug-07 Trinity Wealth Securities, L.L.C. 07-Jul-03 Triune Capital Advisors LLC 25-Sep-06 Trubee, Collins & Co., Inc. 01-Nov-05 True North Financial Services, Inc. 25-Apr-00 TrueNorth Securities, Inc. 27-May-05 Trustcore Investments, Inc. 02-Jul-96 Trustmont Financial Group, Inc. 01-Jan-02 U.S. Bancorp Investments, Inc. 21-Apr-92 U.S. Brokerage, Inc. 13-Jun-02 U.S. Wealth Advisors, LLC. 08-Feb-06 UBS Financial Services Inc. 24-Aug-88 UCB Investment Services, Inc. 27-May-04 UMB Financial Services, Inc. 12-Aug-03 Unified Financial Securities, Inc. 08-Apr-02 Union Capital Company 25-Sep-06 UnionBanc Investment Services, LLC 18-Nov-03 United Brokerage Services, Inc 06-Jan-06

United Equity Securities, LLC 25-Sep-06 United Planners' Financial Services of America A Limited Partner 01-May-92 Univest Investments, Inc. 20-Mar-08 USA Advanced Planners Inc. 15-Feb-06 USA Financial Securities Corporation 09-Nov-01 USF Securities, L.P. 18-Dec-06 USI Securities, Inc. 14-Dec-98 Uvest Financial Services Group, Inc. 03-Feb-97 UW Investment Services 18-Aug-97 Valley Forge Asset Management Corp. 24-May-05 Valley National Investments, Inc. 01-Jan-02 Valmark Securities, Inc. 01-Aug-97 Vanderbilt Securities, LLC 10-Nov-03 Vanguard Capital 25-Mar-96 Variable Investment Advisors, Inc. 08-Dec-04 Veritrust Financial, LLC 13-May-02 Verity Investments, Inc. 01-Jan-02 Vestech Securities, Inc. 01-Jan-02 VFIC Securities, Inc. 24-Aug-01 VFinance Investments, Inc 18-Dec-02 Vision Investment Services, Inc. 30-Oct-02 Visun Securities Corporation 13-Jun-90 Vorpahl Wing Securities 07-Oct-03 VSR Financial Services, Inc. 13-Apr-92 W. R. Taylor & Company, LLC 03-May-06 Wachovia Insurance Services Broker Dealer, Inc. 26-Jul-94 Wachovia Securities Financial Network, LLC 09-Jan-98 Wachovia Securities, LLC 08-Mar-93 Waddell & Reed, Inc. 01-Jan-02 Wall and Company Securities, Inc. 23-Aug-96 Wall Street Financial Group, Inc. 01-Jan-02 Wall Street Money Center Corp. 01-Jan-02 WallStreet*E Financial Services, Inc. 17-Oct-02 Walnut Street Securities, Inc. 24-Jul-90 WaMu Investments, Inc. 28-Mar-00 Warner Group, Inc. 24-Jun-93 Washington Securities Corporation 01-Jan-02 Wasserman & Associates, Inc. 01-Jan-02 Waterford Investor Services, Inc. 01-Jan-02 Waterstone Financial Group, Inc. 05-Mar-96 Waveland Capital Partners LLC 08-Oct-04 Wayne Hummer Investments L.L.C. 01-Jan-02 WBB Securities, LLC 03-Jul-02 Wedbush Morgan Securities Inc. 01-Jan-02 Wedgewood Partners, Inc. 01-Jan-02 Weiss Capital Securities, Inc. 07-Feb-07 Weitzel Financial Services, Inc. 27-Apr-07 Weller, Anderson & Co., Ltd. 19-Oct-05 Wells Fargo Insurance Services Investment Advisors, Inc. 30-Sep-03 Wells Fargo Investments, LLC 01-Jan-02 Wesbanco Securities, Inc. 23-Mar-06 Wescom Financial Services LLC 09-Sep-05 Wespac Hawaii Securities, Inc. 26-Feb-06

Westbourne Investments, Inc. 18-Nov-98 Western Equity Group, Inc. 09-Nov-04 Western International Securities, Inc. 01-Jan-02 Westminster Financial Securities, Inc. 23-Jan-96 Weston Securities Corporation 26-Jun-95 Westport Capital Markets, LLC 16-May-08 Westport Resources Investment Services, Inc. 17-Jan-03 WFG Investments, Inc. 30-May-00 WFP Securities 01-Jan-02 White Mountain Capital, LLC 05-Dec-02 White Pacific Securities, Inc. 09-Jan-04 Whitehall-Parker Securities, Inc. 25-Sep-96 Wilbanks Securities, Inc. 28-Jan-98 Wiley Bros.-Aintree Capital, LLC 01-Jan-02 Winslow, Evans & Crocker, Inc. 04-Feb-03 WJ Lynch Investor Services LLC 30-Apr-07 Wolf Financial Management, LLC 01-Jan-02 Wood (Arthur W.) Company, Inc. 01-Jan-02 Woodbury Financial Services, Inc. 11-Jul-91 Woodlands Securities Corporation 03-Feb-97 Woodstock Financial Group, Inc. 07-Nov-05 Workman Securities Corporation 18-Oct-04 World Capital Brokerage, Inc. 13-Dec-91 World Capital Brokerage, Inc. 06-Feb-07 World Choice Securities, Inc. 14-Jan-02 World Equity Group, Inc. 27-Jun-00 World Group Securities, Inc. 13-May-02 World Trend Financial Planning Services, Ltd. 04-Oct-06 Worth Financial Group Inc. 03-May-02 WRP Investments, Inc. 16-Feb-93 Wunderlich Securities, Inc. 04-Jan-99 XCU Capital Corporation, Inc. 01-Jan-02 Young, Stovall and Company 10-May-88 Zions Direct, Inc. 18-Nov-03 Ziv Investment Company 01-Jan-02

EX-99.24(B)(8)(A)(I) 4 b74813a1exv99w24xbyx8yxayxiy.txt EX-99.24(B)(8)(A)(I) CSC CUSTOMER AGREEMENT 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. CSC CUSTOMER AGREEMENT BY AND BETWEEN COMPUTER SCIENCES CORPORATION AND THE MANUFACTURERS LIFE INSURANCE COMPANY DATED: JUNE 30,2004. NOTICE OF CONFIDENTIALITY This Agreement contains confidential information. The sole owner of the technical information included herein is Computer Sciences Corporation. Disclosure of any information included herein to others is expressly prohibited. ~~Computer Sciences Corporation Page 1 of 99 LLH-V2 Confidential and Proprietary Information~~

CSC CUSTOMER AGREEMENT This CSC Customer Agreement ("Agreement") states the understanding between CSC and Customer concerning the CSC products and services described in the Exhibits and Work Assignments governed by this Agreement. This Agreement shall become effective on and be dated as of June 30,2004 ("Effective Date"). Throughout this Agreement the terms "CSC" refers to Computer Sciences Corporation and each CSC Affiliate identified as "CSC" under an Exhibit or Work Assignment governed by this Agreement, and "Customer" refers to The Manufacturers Life Insurance Company ("MLIC") and each Affiliate identified as the "Customer" under an Exhibit or Work Assignment governed by this Agreement. CSC, The Manufacturers Life Insurance Company, and all Affiliates becoming "CSC" or a "Customer" under an Exhibit or Work Assignment agree that the terms and conditions of this Agreement are incorporated into and become a part of each such Exhibit or Work Assignment. CSC Customer COMPUTER SCIENCES CORPORATION THE MANUFACTURERS LIFE INSURANCE COMPANY 9500 Arboretum Boulevard 200 Bloor Street East Austin, Texas 78759 Toronto, Ontario M4W 1E5 By: /s/ Raymond A. August By: /s/ John C. Mather ---------------------------- ----------------------------- (Authorized Signature) (Authorized Signature) Name: RAYMOND A. AUGUST Name: John C. Mather ------------------ ------------------------------- (Printed) (Printed) Title: Executive Vice President Title: Senior Executive Vice President ---------------------------- ------------------------------- Financial Services Group Date: 8/10/04 Date: July 30, 2004 --------------------- -------------------------------

~~Computer Sciences Corporation Page 2 of 99 LLH-V2 Confidential and Proprietary Information~~

CSC CUSTOMER AGREEMENT................................................................... 2 GENERAL TERMS AND CONDITIONS............................................................. 7 1. STRUCTURE OF THIS AGREEMENT...................................................... 7 1.1 Benefit of Services..................................................... 7 1.2 Notice of Litigation.................................................... 7 1.3 Notice of Default....................................................... 7 1.4 Separate Contract....................................................... 7 1.5 Schedules............................................................... 8 2. DEFINITIONS...................................................................... 8 3. SOFTWARE PRODUCT LICENSES........................................................ 11 3.1 Limited License......................................................... 11 3.2 Copies.................................................................. 12 3.3 Right to Modify......................................................... 12 3.4 Back-up and Recovery.................................................... 12 3.5 Source Code Escrow...................................................... 13 4. SERVICES......................................................................... 13 4.1 Services Described in Exhibits.......................................... 13 4.2 Work Assignments........................................................ 14 4.3 Subcontracting.......................................................... 14 4.4 Regulatory Compliance................................................... 16 4.5 New Entities............................................................ 16 4.6 Operational Plans and Procedures........................................ 17 4.7 No Exclusivity.......................................................... 17 4.8 Service Volume Capacity................................................. 17 4.9 Intentionally Deleted................................................... 17 4.10 Data and Systems Security............................................... 17 4.11 Disaster Recovery and Backup............................................ 18 4.12 Help Desk Services...................................................... 18 4.13 Service Locations....................................................... 18 4.14 Facilities Security Procedures.......................................... 18 4.15 Rights of Access........................................................ 18 4.16 Incident Management..................................................... 19 4.17 Problem Management and Root-Cause Analysis.............................. 19 4.18 Cooperation With Other Service Providers................................ 19 4.19 Language Requirements................................................... 19 4.20 New Services............................................................ 19 4.21 Time and Materials Basis................................................ 20 4.22 Personnel............................................................... 20 4.23 Standard of Care........................................................ 21 4.24 Most Favoured Customer of CSC........................................... 21 4.25 Estimates............................................................... 21 4.26 Work Product............................................................ 21 4.27 Reimbursable Expenses................................................... 22 4.28 Customer's Facilities................................................... 23 5. PERFORMANCE STANDARDS............................................................ 23 5.1 Service Levels.......................................................... 23 5.2 Adjustment and Establishment of Service Levels.......................... 23

~~Computer Sciences Corporation Page 3 of 99 LLH-V2 Confidential and Proprietary Information~~

5.3 Performance Reports................................................... 23 5.4 Performance Deficiency Response....................................... 23 5.5 Non-Performance Adjustments........................................... 24 5.6 Customer Satisfaction Surveys......................................... 24 6. MANAGEMENT..................................................................... 24 6.1 Joint Management Committee............................................ 24 6.2 Responsibilities of the Joint Management Committee.................... 25 6.3 Meetings.............................................................. 25 7. CHANGES........................................................................ 25 7.1 Changes to Scope of Obligations....................................... 25 7.2 Changes............................................................... 25 7.3 Changes - Pricing and Terms........................................... 25 8. PAYMENT TERMS.................................................................. 26 8.1 Undisputed Charges.................................................... 26 8.2 Disputed Charges...................................................... 26 8.3 Invoice............................................................... 26 8.4 Additional Information................................................ 27 8.5 Costs and Expenses.................................................... 27 8.6 Time of Payment....................................................... 27 8.7 Stale Invoices........................................................ 27 8.8 Taxes................................................................. 28 8.9 Intentionally Deleted................................................. 30 8.10 Repatriation of Services.............................................. 30 9. IMPROVED TECHNOLOGY AND GAINSHARE.............................................. 30 9.1 Improved Technology................................................... 30 9.2 Gainshare............................................................. 31 9.3 Cost Savings Gainshare................................................ 31 10. REPRESENTATIONS, WARRANTIES AND COVENANTS...................................... 31 10.1 By CSC................................................................ 31 10.2 By Customer........................................................... 35 10.3 Disclaimer of All Other Warranties.................................... 36 11. INDEMNITIES.................................................................... 36 11.1 Intellectual Property Indemnity by CSC................................ 36 11.2 Intellectual Property Indemnity by Customer........................... 37 11.3 Tort Indemnity by CSC................................................. 37 11.4 Tort Indemnity by Customer............................................ 37 11.5 Indemnification Procedures............................................ 38 11.6 Disclaimer of Other Indemnities....................................... 38 12. DAMAGES........................................................................ 38 12.1 Exclusions of Liability............................................... 38 12.2 Limitation of Liability............................................... 38 12.3 Exceptions............................................................ 39 12.4 Enforcement........................................................... 39 13. CONFIDENTIALITY................................................................ 39 13.1 Customer's Confidentiality Obligations................................ 39 13.2 Customer Confidential Information..................................... 41 13.3 Exclusions............................................................ 41

~~Computer Sciences Corporation Page 4 of 99 LLH-V2 Confidential and Proprietary Information~~

13.4 CSC Confidential Information and Customer Confidential Information are collectively referred to herein as "Confidential Information.".... 41 14. DEFAULTS................................................................................... 42 14.1 Default........................................................................... 42 15. TERM AND TERMINATION....................................................................... 43 15.1 Termination for Cause............................................................. 43 15.2 Termination Assistance Period..................................................... 43 15.3 Benefit of Agreement - Regulatory Control......................................... 43 15.4 Termination for Convenience....................................................... 44 15.5 Other Termination By Customer..................................................... 44 15.6 Notice of Termination............................................................. 44 15.7 Dispute Escalation................................................................ 44 16. TERMINATION ASSISTANCE..................................................................... 45 16.1 Termination Assistance Period..................................................... 45 16.2 Information and Documentation..................................................... 45 16.3 Transition Plan................................................................... 45 16.4 Continued Provision of the Services............................................... 46 16.5 Systems........................................................................... 46 16.6 Training and Consulting........................................................... 46 16.7 Payment to CSC for Termination Assistance Services................................ 46 16.8 Mitigation of Costs............................................................... 47 17. DISPUTE RESOLUTION......................................................................... 47 17.1 Good Faith......................................................................... 47 17.2 Dispute Resolution Procedures...................................................... 47 17.3 Continuation of Services........................................................... 47 18. FORCE MAJEURE.............................................................................. 48 19. TAXES...................................................................................... 49 20. ASSIGNMENT................................................................................. 49 21. GOVERNING LAW AND LANGUAGE................................................................. 49 22. NON-HlRE................................................................................... 49 23. ENTIRE AGREEMENT........................................................................... 50 24. INDEPENDENT CONTRACTOR..................................................................... 50 25. COUNTERPARTS............................................................................... 50 26. NOTICES.................................................................................... 50 27. CONSTRUCTION............................................................................... 50 28. SEVERABILITY............................................................................... 51 29. EXPORT CONTROLS............................................................................ 51 30. Third Party Beneficiaries.................................................................. 51 31. Covenant of Further Assurances............................................................. 51 32. AUDITS OF RECORDS AND DATA RELATIVE TO EXHIBITS FOR OUTSOURCING SERVICES................... 51 32.1 CSC Audit Obligations.............................................................. 51 32.2 Customer Access Rights............................................................. 52 32.3 Right to Audit..................................................................... 52 32.4 CSC Assistance..................................................................... 53 32.6 CSC Auditing....................................................................... 53 32.7 Cooperation in Audit............................................................... 54 32.8 Costs.............................................................................. 54

~~Computer Sciences Corporation Page 5 of 99 LLH-V2 Confidential and Proprietary Information~~

32.9 Response to Audit Results.............................................. 54 32.10 Record Retention....................................................... 54 33. DATA AND PRIVACY............................................................... 55 33.1 Ownership of Data...................................................... 55 33.2 Use of Data............................................................ 55 33.3 Data Protection........................................................ 55 33.4 Transborder Data Flows................................................. 56 33.5 Data Retrieval and Return.............................................. 56 33.6 Intentionally Deleted.................................................. 56 34. BUSINESS RECOVERY PLAN RELATIVE TO EXHIBITS FOR OUTSOURCING SERVICES........... 56 35. OUTSOURCING.................................................................... 57 36. SURVIVAL....................................................................... 57 APPENDIX 1............................................................................. 58 NON-DISCLOSURE AND NON-USE AGREEMENT FOR CONSULTANT TO CUSTOMER........................ 58 APPENDIX 2............................................................................. 63 SCHEDULE A - FEES...................................................................... 64 SCHEDULE B - CUSTOMER DATA AND SYSTEM SECURITY POLICIES................................ 67 SCHEDULE C - SERVICE LOCATIONS......................................................... 92 SCHEDULE D - INCIDENT MANAGEMENT PROCEDURES............................................ 93 SCHEDULE E - PROBLEM MANAGEMENT PROCEDURES............................................. 94 SCHEDULE F - CHANGE MANAGEMENT PROCEDURES.............................................. 95 SCHEDULE G - DISPUTE RESOLUTION PROCEDURES............................................. 96

~~Computer Sciences Corporation Page 6 of 99 LLH-V2 Confidential and Proprietary Information~~

GENERAL TERMS AND CONDITIONS 1. STRUCTURE OF THIS AGREEMENT The Exhibits and Work Assignments to this Agreement describe specific software products and services that CSC agrees to provide to Customer, and may contain special terms related to particular products or services. These General Terms and Conditions state terms that apply to all dealings between CSC and Customer pursuant to this Agreement. If there is any conflict between a term of any Exhibit or Work Assignment and a term of these General Terms and Conditions, the term in the Exhibit or Work Assignment controls but only to the extent of such conflict. 1.1 BENEFIT OF SERVICES. CSC agrees that it will perform the Services for Customer hereunder and for each Affiliate of Customer as specified in an Exhibit or Work Assignment. The Fees for Services relative to CSC's Vantage One Suite of Software Products provided to Customer and/or Customer's Affiliates shall be those set out in Schedule A attached to this Agreement or such other fees as the parties may mutually determine in any Exhibit or Work Assignment. Customer and Customer's Affiliates can and may, at any time, request the use of the Services provided such request is made through the designated Customer contact (the "Customer Designated Contact"). The Customer shall, within ten (10) business days of the execution of this Agreement, advise CSC of the name and contact information for the Customer Designated Contact. Any failure of Customer to appoint a Customer Designated Contact shall not prohibit, in any way, Customer or Customer's Affiliates from requesting and obtaining the use of the Services. 1.2 NOTICE OF LITIGATION. CSC shall promptly give notice to Customer of all material claims, proceedings, notice of regulatory non-compliance from a regulatory authority, disputes (including, labor disputes) or litigation which it reasonably believes could have a material adverse effect on the fulfillment of any of the material terms hereunder or under an Exhibit or Work Assignment by CSC (whether or not any such claim, proceeding, dispute or litigation is covered by insurance) of which CSC has actual knowledge. CSC shall provide Customer with all reasonable information reasonably requested from time to time concerning the status of such claims, proceedings, disputes, or litigation, and any developments relating thereto. 1.3 NOTICE OF DEFAULT. CSC shall give Customer, and Customer shall give CSC, prompt written notice of any default arising under any contract to which CSC or Customer is a party where such default may have a material adverse effect on the performance of any obligation hereunder. 1.4 SEPARATE CONTRACT. It is understood and agreed by the parties that, unless otherwise expressly provided in a particular Exhibit or Work Assignment, each Exhibit or Work Assignment (as it is supplemented and amended by the terms and conditions of this Agreement) shall be deemed a separate contract by and between Customer and CSC. Unless the context indicates otherwise, any reference in this Agreement to an Exhibit or Work Assignment shall, accordingly, be deemed to refer solely to the ~~Computer Sciences Corporation Page 7 of 99 LLH-V2 Confidential and Proprietary Information~~

relevant Exhibit or Work Assignment (and any schedules, attachments or addenda to that particular Exhibit or Work Assignment), as supplemented and amended by the terms and conditions of this Agreement. For so long as any Exhibit or Work Assignment remains in effect, the terms and conditions of this Agreement shall continue to remain in effect with respect to the Services covered by said Exhibit or Work Assignment. 1.5 SCHEDULES. Schedule A, Schedule B, and Schedule G, set out below, are annexed hereto as part of this Agreement. Schedules C through F set out below are annexed hereto as examples only and may be adopted for a particular Exhibit or Work Assignment by mutual written agreement of CSC and Customer. For any New Services, an Exhibit or Work Assignment may also include any or all of the following schedules, amended as necessary, or additional schedules applicable to that Exhibit or Work Assignment as agreed to by the parties:
SCHEDULE DESCRIPTION ---------- ---------------------------------------- Schedule A Fees Schedule B Customer Data and System Security Policy Schedule C Service Locations Schedule D Incident Management Procedures Schedule E Problem Management Procedures Schedule F Change Management Procedures Schedule G Dispute Resolution Procedures
2. DEFINITIONS This Section defines some capitalized terms used in this Agreement. "Affiliate" means any "Subsidiary" or "Parent" or "Sister" of CSC or Customer. As used herein, "Subsidiary" means a company that either CSC or Customer manages, controls, and majority owns, directly or indirectly; "Parent" means a company that manages, controls, and majority owns CSC or Customer, directly or indirectly; "Sister" means a company that Parent manages, controls, and majority owns, directly or indirectly. For purposes of the foregoing definition, control means the ability to select the board of directors or officers of the controlled company and ownership means beneficial ownership of the issued and outstanding capital stock of the owned company. "Agreement" means this CSC Customer Agreement as it may be amended from time to time, including all Exhibits and Work Assignments this Agreement is incorporated into. "Applicable Laws" means all statutes, by-laws, regulations, ordinances, orders, regulatory requirements and guidelines, and requirements of governmental or other public authorities having jurisdiction over this Agreement, any Exhibit or Work Assignment and the parties hereto, and all amendments thereto, at any time and from time to time in force. "CSC Confidential Information" means the information described in Section 13.1. "Change" has the meaning ascribed thereto in Section 7.2. ~~Computer Sciences Corporation Page 8 of 99 LLH-V2 Confidential and Proprietary Information~~

"Conclusion Date" means the later of the date on which: (i) all Termination Assistance Services cease to be provided in accordance with this Agreement; and (ii) all provision of Services under an Exhibit, Work Assignment or this Agreement has been terminated "Customer Confidential Information" means the information described in Section 13.2. "Customer Data" means any and all data and information provided or made available to, or produced by, CSC pursuant to or in connection with an Exhibit, Work Assignment or this Agreement for the purposes of processing or otherwise in the performance of this Agreement, directly or indirectly, and including Customer Information, and whether in printed, electronic, magnetic, optical or other form. "Customer Data and System Security Policies" means the data and system security policies, procedures and standards set out in Schedule B. "Customer Information" means any non-public, personally identifiable information about customers or prospective customers of Customer that is provided or made available to, or produced by, CSC hereunder, including medical or health information, the names and addresses of customers or prospective customers and particulars about any policies entered into by such persons. "Default" has the meaning ascribed thereto in Section 14.1. "Derivative Works" has the meaning ascribed thereto in Section 4.26B. "Dispute" has the meaning ascribed thereto in Section 17.1. "Documentation" means the formal documentation provided in any medium by CSC with a Software Product licensed by Customer as updated by CSC from time to time. "Fees" has the meaning ascribed thereto in Schedule A or as otherwise set out in an Exhibit or Work Assignment. "Force Majeure Event" has the meaning ascribed thereto in Section 18(a)(iii). "Gainshare Proposal" has the meaning ascribed thereto in Section 9.2. "Incident Management Procedures" means the problem alert and escalation procedures set out in Schedule D, as may be modified from time to time in accordance with the terms hereof. "Investment Costs" means the unrecoverable investment costs actually incurred by CSC identified in an Exhibit or Work Assignment and shall in no event include fees or costs related to loss of expected revenue, savings or profit. "Joint Management Committee" has the meaning ascribed thereto in Section 6.1. "New Services' has the meaning ascribed thereto in Section 4.20. ~~Computer Sciences Corporation Page 9 of 99 LLH-V2 Confidential and Proprietary Information~~

"Non-Performance Adjustments" means the amounts calculated and to be deducted from the Fees or paid to Customer in accordance with any Exhibit in respect of failure or failures of CSC to meet the Service Levels. "Performance Deficiency" means any failure by CSC to perform Services in accordance with the Service Levels. "Person-day" means the services of one person for one normal eight-hour workday. "Person-hour" means the services of one person for one full hour. "Privacy Laws" has the meaning ascribed thereto in Section 33(c). "Problem" has the meaning ascribed thereto in Section 4.16. "Problem Management Procedures" means the problem management procedures set out in Schedule E, as may be modified from time to time in accordance with the terms hereof. "Service Levels" means the service levels and System performance standards set out in any Exhibit, as such service levels and System performance standards may be determined or adjusted from time to time in accordance with Section 7.2 and Change orders issued hereunder. "Service Locations" means the CSC sites (including those of its permitted subcontractors, if any) from which Services are provided and "SERVICE LOCATION" means any one of them. "Services" means: (i) the services described in any Exhibit or Work Assignment; (ii) those services and functions otherwise specifically identified in this Agreement as being part of the Services; (iii) any New Services; and (iv) all changes, modifications, reductions of or additions to the Services pursuant to Change orders issued hereunder. "Services Systems" means all of the Software Products used in providing Services to Customer, including, but not limited to, the Vantage-One and JETS Software Products. "Software Product" means any computer software package or software-related methodology owned or marketed by CSC, and includes all computer code (whether machine readable or human readable), Documentation, and related materials identified by CSC as part of the package. "Standard Time and Materials Rates" for Person-hours and computer usage means the rates stated on CSC's published rate schedule. "Standard Time and Materials Rates" for Person-days means the Person-hour rate multiplied by 8. "Standard Time and Materials Rates" for materials means the rates stated on CSC's published rate schedule, if any, and otherwise at CSC's actual cost for the materials. CSC may revise its rates at any time, but not more than once per annum, by delivering a new rate schedule to Customer. The new rate schedule will take effect on delivery to Customer, but will not apply to Work Assignments signed before it is delivered to Customer unless otherwise agreed. "Term" has the meaning ascribed thereto in Section 15.1. ~~Computer Sciences Corporation Page 10 of 99 LLH-V2 Confidential and Proprietary Information~~

"Termination Assistance Period" has the meaning ascribed thereto in Section 16.1. "Termination Assistance Services" means the services specified in Article 16, including those specified in the Transition Plan, to be part of the Termination Assistance Services. "Termination for Convenience Fees" means those fees specified in an Exhibit or Work Assignment and which are limited to Wind Down Costs and Investment Costs actually and reasonably incurred by CSC and shall in no event include fees or costs related to loss of expected revenue, savings or profits, unless otherwise agreed to by the Parties in the appropriate Exhibit or Work Assignment. "Termination Date" means the date on which any notice of termination hereunder becomes effective to commence the Termination Assistance Period by expiry of the period of notice provided either; (i) herein; or (ii) in the applicable notice of termination. whichever is longer. "Time and Materials Basis" means the service arrangement described in Section 4.21. "Transition Plan" has the meaning ascribed thereto in Article 16. "Vantage One Suite of Software Products" means CSC's Vantage One, DSS, RPS, Performance Plus, Jets, and VPMS Software Products, and any updates thereto. "Wind Down Costs" means the wind down costs actually incurred by CSC which shall in no event include fees or costs related to loss or expected revenue, savings or profits. 3. SOFTWARE PRODUCT LICENSES 3.1 LIMITED LICENSE. When Software Products are licensed to Customer under this Agreement, they shall be provided by way of Exhibits to this Agreement and Customer shall receive a license, as described herein and in the Exhibits, to use those Software Products expressly identified in such Exhibits. Except as otherwise described in this Agreement or an Exhibit, no title, ownership, or intellectual property rights are transferred to Customer. Customer shall keep each and every item to which CSC retains title free and clear of all claims, liens, and encumbrances except those of CSC. Any act of Customer, voluntary or involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be void. Licenses are conditioned on compliance with all terms of this Agreement by Customer. Customer may use Software Products expressly licensed to Customer only in the manner and for the purposes expressly authorized by this Agreement or the applicable Exhibit. Unless CSC otherwise expressly agrees in an Exhibit, Customer may not use or permit the use of the Software Products through, for, or on the behalf of any third party, including as part of a service bureau or outsourcing offering or arrangement for such third party. CSC reserves all rights not expressly granted to Customer. ~~Computer Sciences Corporation Page 11 of 99 LLH-V2 Confidential and Proprietary Information~~

3.2 COPIES. Customer may make copies of any Software Product licensed to Customer as reasonably necessary to exercise the license granted to Customer. All copies of and intellectual property rights in Software Products, including translations, adaptations, compilations, partial copies within other software, upgrades, corrections, modifications, enhancements, and Derivative Works, whether made by Customer or CSC or a third party, shall be the property of CSC and subject to the terms of Customer's license to the Software Products. To the extent that such ownership does not vest in CSC by operation of law, Customer hereby assigns such ownership to CSC, unless CSC and Customer agree in a Work Assignment that Customer should retain all or a portion of such ownership. Customer shall reproduce CSC's copyright, trade secret and other proprietary notices on all such copies. During normal business hours, CSC may enter upon Customer's premises and inspect documents, data, and software in order to review compliance with the provisions of this Agreement. 3.3 RIGHT TO MODIFY. Customer may access Software Product Documentation, logic, programs, and procedures for the purpose of Customer performing research, analysis, modification, enhancement and maintenance of any Software Product licensed to Customer under an Exhibit to support Customer's authorized use of the Software Product if CSC delivers source code as part of the Software Product. Customer may exercise this right using acceptable third party service providers engaged by Customer under the provisions of Section 13.1(a)(iii) of this Agreement. Customer agrees that all changes become the property of either CSC or Customer as provided by Section 4.26 of this Agreement. In the event that CSC is at the time providing Services to Customer, if Customer alters a Software Product or any logic, programs or procedures used or employed by CSC in performing its duties and obligations hereunder, Customer agrees to abide by documentation, methodologies and development standards consistent with CSC's practices and to provide documentation to CSC prior to installation, and Customer agrees to provide CSC the right to perform a design review and approve all changes prior to installation, such approval to be completed within a reasonable time and will not be unreasonably withheld by CSC. Methodologies and development standards are to be consistent with the Systems Engineering Institute Capability and Maturity Model Level II. Where requested by Customer, CSC's costs associated with investigating problems caused by Customer's changes, installation or support of Customer changes will be paid to CSC on a Time and Materials basis. In the event Customer's changes result in a lack of system availability, the provisions in the applicable Exhibit relating to the payment of service level credits by CSC for system unavailability shall not apply. Customer shall not modify, enhance, reverse engineer, delink, disassemble, or decompile any Software Product delivered in object code only. CSC is not responsible for and shall have no liability related to any modification or enhancement performed by or on behalf of Customer, or the compatibility of any software or service with such modification or enhancement, unless CSC explicitly agrees in writing, signed by an authorized representative, to incorporate such modification or enhancement as part of the base version of a Software Product. 3.4 BACK-UP AND RECOVERY. The Exhibit for each Software Product licensed to Customer specifies where Customer may use that Software Product. If any facility specified in that Exhibit becomes inoperable, Customer may use the Software Product temporarily at a back-up facility until use of the original facility is restored. ~~Computer Sciences Corporation Page 12 of 99 LLH-V2 Confidential and Proprietary Information~~

Customer may also use the Software Product in a non-productive mode to test the use of such a back-up facility. Customer may change the data center to another Customer facility located in Canada, United States, United Kingdom, or Japan ("Approved Areas") as a back-up facility. However, Customer must always seek the prior written consent of CSC for any transfer of a Software Product to another location outside of the Approved Areas; CSC agrees it will not withhold its consent to change to another facility outside of the Approved Areas unless CSC has reason to believe the confidentiality of the Software Product will be compromised. Customer shall keep accurate records of all locations at which any of the Software Products are installed, and shall provide such records to CSC upon request. This Section 3.4 does not permit any third party back-up facility provider to copy, use, or access a Software Product or any information that is confidential pursuant to Article 13 of this Agreement. Customer shall indemnify CSC against any and all damages or losses caused by an unauthorized use or disclosure of the Software Product or any CSC Confidential Information by a third-party owner or operator of a back-up facility used by Customer under this Section. 3.5 SOURCE CODE ESCROW. If any Exhibit provides for an escrow of the source code for all or part of a Software Product, Customer's license to the Software Product shall include the right to use the source code for such Software Product in accordance with the license granted in this Agreement, upon release of such source code pursuant to the applicable escrow agreement. The conditions for the release of the source code from escrow shall include release (a) upon a material breach by CSC of any ongoing support or maintenance obligations for the Software Product, which remains uncured after sixty days, (b) upon CSC discontinuing maintenance or support for the Software Product, (c) upon CSC, or any permitted successor or assign, making a general assignment for the benefit of creditors and such assignment results in a termination of maintenance and support services or a material breach or default of the maintenance and support obligations to Customer, (d) upon the appointment by a court of a trustee or receiver of any substantial part of CSC's (or a permitted successor's or assign's) assets and such appointment results in a termination of maintenance and support services or a material breach or default of the maintenance and support obligations to Customer, (e) upon CSC, or any permitted successor or assign, ceasing to function as a going concern and there is no successor or assign to carry on the business, and (f) upon CSC, or any permitted successor or assign, filing a petition in bankruptcy or having such a petition filed against it and which is acquiesced in or is not dismissed within thirty (30) days or results in an adjudication of bankruptcy. 4. SERVICES 4.1 SERVICES DESCRIBED IN EXHIBITS. CSC offers a variety of services that may be described in Exhibits to this Agreement. These may include utilization and support services for licensed Software Products, data processing services, education services, specialized consulting services, and a wide variety of other services. Subject to Customer's written consent, which shall not be unreasonably withheld, CSC may provide all or part of the services through any other affiliate or subsidiary of CSC and may bill Customer for such services through such affiliate or subsidiary. All references to services provided by CSC in this Agreement and in any Exhibit shall include services provided to Customer through any of CSC's affiliates or subsidiaries. ~~Computer Sciences Corporation Page 13 of 99 LLH-V2 Confidential and Proprietary Information~~

4.2 WORK ASSIGNMENTS. CSC and Customer may also agree to a service arrangement by signing a Work Assignment that references this Agreement. Each Work Assignment will describe the work to be done, the term of the Work Assignment, and any special provisions applicable to the project. Subject to Customer's written consent, which shall not be unreasonably withheld, CSC may provide all or part of the services through an affiliate or subsidiary of CSC and may bill Customer for such services through such affiliate or subsidiary. All references to services provided by CSC in this Agreement and in any Work Assignment shall include services provided to Customer through any of CSC's affiliates or subsidiaries. 4.3 SUBCONTRACTING. (a) General Prohibition CSC shall not delegate or subcontract any of its material obligations relating to the Services to any Person. Notwithstanding the foregoing, CSC may use, in the ordinary course of business, a third party Subcontractor or products pursuant to subcontracts if it follows the procedure set out in this Section 4.3. Customer pre-approves CSC's subcontract with Affiliated Computer Services, Inc., and any other subcontractor CSC is using to provide the Services for Customer on or before the effective date of this Agreement. (b) Notice of subcontracting and when Customer approval is required If CSC subcontracts any of its obligations under this Agreement, an Exhibit or Work Assignment, CSC must promptly notify Customer in writing of the details of that subcontract. However, CSC will not be required to disclose to Customer any pricing information in relation to that subcontract (other than the information reasonably required by Customer to demonstrate the value of the subcontract). CSC must obtain Customer's prior written approval before it subcontracts any of its obligations under this Agreement in the following circumstances: (i) the subcontract has a total actual or anticipated value of more than US$1,000,000 per annum (unless the subcontract is for the provision of goods or services to CSC for the benefit of a substantial proportion of CSC's customer base); or (ii) the subcontract will result in a material change in the way that CSC provides the Services and that is strategically important to Customer's business and will result in a material reduction in the performance levels of such Service, (together known as a "MATERIAL SUBCONTRACT"). If CSC desires to enter into a Material Subcontract with a subcontractor, CSC will submit to Customer in writing a proposal specifying: (i) the specific tasks CSC proposes to subcontract; (ii) the reason for having a subcontractor perform such tasks instead of CSC; (iii) the identity and qualifications of the proposed subcontractor; and ~~Computer Sciences Corporation Page 14 of 99 LLH-V2 Confidential and Proprietary Information~~

(iv) any other information reasonably requested by Customer or relevant to Customer's approval of the subcontractor. (c) Approved and identified Subcontractors (i) Once a Subcontractor has been approved by Customer in accordance with Section 4.3, that Subcontractor will be an Approved Subcontractor (but only for the purpose of the subcontract in relation to which Customer has provided its approval). (ii) CSC will give Customer prior written notice before terminating an Approved Subcontract. (d) Terms of subcontract (i) For each subcontract where Customer's approval is required under Section 4.3, CSC must enter into a written subcontract and warrants that the terms of that subcontract are consistent with, and include obligations no less onerous than those contained in this Agreement in relation to the Services to be performed by the proposed Subcontractor. (ii) CSC will attempt to get an Approved Subcontractor to agree to consent to a novation of the subcontract and grant a power of attorney in favour of Customer that allows Customer to execute such documents necessary to give effect to the novation thereof if an Exhibit or Work Assignment is terminated in whole or in respect of the part related to the subcontract. (e) Replacement Customer may direct CSC to replace a Subcontractor in respect of whom Customer's approval is required under Section 4.3 on reasonable grounds, which include the following: (i) if CSC is in breach of its material obligation under this Agreement, an Exhibit or Work Assignment due to an act or omission of the Subcontractor; (ii) if Customer is not reasonably satisfied with the Subcontractor's ability to render future performance (provided Customer provides CSC with reasonable notice); (iii) if the Subcontractor fails to comply in any material respect with any of its obligations under its subcontract; (iv) if the Subcontractor assigns or delegates performance of its obligations under the subcontract to another party that is not approved by Customer to the extent required under Section 4.3; (v) if there have been material misrepresentations by the Subcontractor or by the CSC concerning the Subcontractor; ~~Computer Sciences Corporation Page 15 of 99 LLH-V2 Confidential and Proprietary Information~~

(vi) if the Subcontractor or any of its personnel is reasonably suspected of or breaches confidentiality obligations to Customer or CSC in relation to Customer Confidential Information, or privacy obligations; (vii) infringes or prejudices any of Customer's Intellectual Property Rights or any rights Customer may have in any third party's intellectual property. (f) Prime contract responsibility (i) Any approval or removal under this Section will not relieve CSC from any of CSC's obligations under this Agreement, an Exhibit or Work Assignment. (ii) CSC remains fully responsible and liable for all obligations, services and functions performed by any Subcontractors (whether approved or not) to the same extent as if those obligations, services and functions were performed by CSC. (iii) CSC will be Customer's sole point of contact regarding the Services, including with respect to payment. (iv) If a Subcontractor breaches, or is alleged to have breached, a Material Subcontract, CSC will notify Customer in writing and provide Customer with such information relating to the breach or alleged breach (as the case may be) as Customer may reasonably request. 4.4 REGULATORY COMPLIANCE. (a) CSC acknowledges that Customer is a Canadian federally regulated financial institution and, among other regulatory responsibilities, is required to adhere with the Office of the Superintendent of Financial Institutions ("OSFI") Guideline B-10 entitled "Outsourcing of Business Functions by FRFI's", as amended from time to time, and any other similar guidelines or policies implemented by OSFI from time to time. (b) In the event that OSFI (or any successor thereto or other regulator or Customer) requires that Customer make changes to the terms of this Agreement in order to comply with any regulations or guidelines or legal changes having jurisdiction over Customer, CSC agrees that it shall cooperate fully with Customer to make such changes and amendments to this Agreement as are reasonably necessary in order to ensure Customer's compliance with such regulations or guidelines. Customer agrees that it shall notify CSC of any legal change of which it becomes aware relating specifically to regulated financial institutions and the provision of the Services and to make any necessary requests for Change pursuant to Article 7. 4.5 NEW ENTITIES. If Customer or any of its Affiliates acquires a controlling interest (directly or indirectly, by way of acquisition of assets or shares, merger, amalgamation, or otherwise) in any enterprise(s) during the Term, or if Customer merges with or is acquired by another enterprise, whether by way of acquisition of assets or shares, amalgamation or otherwise, CSC shall, if requested by ~~Computer Sciences Corporation Page 16 of 99 LLH-V2 Confidential and Proprietary Information~~

Customer, use its commercially reasonable efforts to provide services similar to the Services for such new enterprise(s) as soon as reasonably practical following the acquisition by or of or merger with Customer, subject to agreement on a Change order relating thereto. 4.6 OPERATIONAL PLANS AND PROCEDURES. At all times during the Term, CSC shall maintain reasonable comprehensive and up-to-date documentation describing in detail network topologies, System configurations, methods of operation and procedures specifically relating to the performance of the Services and to the Services Systems. CSC shall, at the request of Customer, provide access to and reasonable explanation of such documentation to Customer. CSC will deliver copies of such documentation in CSC's possession on the Termination Date to Customer, provided Customer has been granted a license therefor under an Exhibit to this Agreement. If the documentation is intermingled with other CSC customers' documentation, Customer's request for access or copies of the same shall be governed by the Change procedures pursuant to Article 7. 4.7 NO EXCLUSIVITY. (a) The parties acknowledge and agree that, unless expressly set forth in an Exhibit or Work Assignment, no rights or obligations of exclusivity are created hereunder in favour of either party and, for greater certainty, that nothing contained in this Agreement shall restrict or prevent Customer from entering into agreements with other persons concerning any commercial transactions, including any acquisition of technology, products or services which are similar to, or related to, the technology, products and/or services provided by CSC as part of the Services. (b) CSC agrees that it shall, subject to Section 13.1(a)(iii), at the request and expense of Customer, cooperate with and provide all reasonably requested assistance and support to Customer and such third party retained by Customer in connection with any such acquisition and implementation of technology, products or services to the extent that same are related to the Services, and including all required technical information, documentation, specifications data reasonably necessary to enable such third party to implement technology, products or services. 4.8 SERVICE VOLUME CAPACITY. CSC shall at all times ensure that the Services Systems are sufficient to meet Customer's anticipated Service volume requirements. Subject to the completion of a Change order by the Parties, Customer shall be entitled to increase the volume to Service transactions at any time throughout the Term. 4.9 INTENTIONALLY DELETED. 4.10 DATA AND SYSTEMS SECURITY. As part of the Services, CSC agrees that it shall follow the latest steps and security precautions practiced in the software industry designed to prevent or stop the unauthorized access to, or sabotage of, the Services Systems that are used by CSC to perform the Services. CSC shall immediately notify Customer of any unauthorized use of, or unauthorized access to, the Customer Data or Services Systems. CSC agrees to conform to CSC's data and software ~~Computer Sciences Corporation Page 17 of 99 LLH-V2 Confidential and Proprietary Information~~

security policies that are substantially comparable to Customer's Customer Data and System Security Policies set out in Schedule B hereto provide such Schedule B policies are applicable to the Services being provided by CSC for Customer pursuant to a relevant Exhibit or Work Assignment. 4.11 DISASTER RECOVERY AND BACKUP. As part of the Services, CSC shall perform the disaster recovery, back-up and data storage services as described in the provisions of any Exhibit or Work Assignment. 4.12 HELP DESK SERVICES. As part of the Services, CSC shall comply with and perform the help desk service obligations specified in any Exhibit or Work Assignment. 4.13 SERVICE LOCATIONS. (a) The Services Systems used in providing the Services shall be located at the Service Locations set out in Schedule C or at such other locations as may otherwise be determined by CSC from time to time. CSC will give Customer prior written notice for any Service Location changes. (b) The Service Locations shall not be changed without the prior written notice to Customer. The Customer Data shall at all times remain at one of the Service Locations, except for back-up or contingency recovery purposes as may be expressly specified in any Exhibit or Work Assignment, or as otherwise approved by Customer in writing. (c) CSC shall promptly notify Customer of any unauthorized access to a Service Location (or Customer Data) and, as soon as is practicable, provide to Customer a detailed incident report in respect thereof, which shall be in form and content mutually acceptable to Customer and CSC. 4.14 FACILITIES SECURITY PROCEDURES. As part of the Services, CSC shall, at each of the Service Locations, implement, maintain and enforce comprehensive and appropriate security standards and procedures restricting access to the Service Locations. 4.15 RIGHTS OF ACCESS. (a) CSC shall, once per year or as otherwise agreed by CSC and Customer, and payment to CSC at the time and materials rates set forth on Schedule A hererto, permit during normal business hours and subject to CSC's reasonable security requirements, access to the Service Locations, to personnel involved in providing the Services, to operational logs relating to the Services and the Services Systems for the purpose of verifying the compliance by CSC with its obligations under an Exhibit, Work Assignment or this Agreement in accordance with the audit provisions set out in this Section 4.15 and more particularly in Article 32. ~~Computer Sciences Corporation Page 18 of 99 LLH-V2 Confidential and Proprietary Information~~

(b) In addition to Section 4.15(a) above, Customer's internal personnel and technical staff and, subject to Section 13.1 (a)(iii) of this Agreement, Customer's external professional advisors, regulators and technical staff shall have access to the Service Locations to assist CSC, as Customer, acting reasonably, determines necessary in the event that (i) the termination assistance provision of Article 16 are triggered, (ii) in the opinion of Customer, CSC is or would be unable to recover failed services as per the service level agreements in this Agreement or any Exhibit or Work Assignment, (iii) there are service performance issues affecting Customer's business operations, and (iv) as required by OSFI or any other regulator of Customer. 4.16 INCIDENT MANAGEMENT. (a) From and after the Effective Date, CSC shall, in respect of any events, occurrences, errors, deficiencies, defects, interruptions or malfunctions in the Services Systems or Services (a "PROBLEM"), implement, maintain and comply with the Incident Management Procedures set out in Schedule D, which CSC and Customer may mutually agree, acting reasonably, to modify from time to time. (b) CSC will work diligently to resolve any Problem and to avert or minimize any adverse effect such Problem may have, including finding a way to work around such Problem. If more than one Problem arises or occurs at one time, Customer's Joint Management Committee representatives shall determine in consultation with CSC, and notify CSC as to, the order of priority in which such Problems shall be addressed and resolved. From the time that CSC first becomes aware of a Problem or Problems, CSC shall consult with Customer regarding efforts to resolve the Problem and developments in respect thereof. 4.17 PROBLEM MANAGEMENT AND ROOT-CAUSE ANALYSIS. From and after the Effective Date, CSC shall, in respect of the resolution of Problems, implement, maintain and comply with the Problem Management Procedures set out in Schedule E, which CSC and Customer may mutually agree, acting reasonably, to modify from time to time. 4.18 COOPERATION WITH OTHER SERVICE PROVIDERS. CSC shall, acting reasonably and in good faith, cooperate with and assist any other person which provides services to Customer that is, either directly or indirectly, operationally, technologically or managerially related to the Services including for greater certainty, IBM Canada Limited and any Affiliate or Subsidiary thereof. 4.19 LANGUAGE REQUIREMENTS. All Services, Reports and any related communications and documentation, must be provided by CSC in the English language or another language, as required or designated by Customer and identified in advance in an Exhibit or Work Assignment. 4.20 NEW SERVICES. (a) During the Term, Customer may request that CSC provide certain consulting, development or enhancement work or managed services to Customer that are ~~Computer Sciences Corporation Page 19 of 99 LLH-V2 Confidential and Proprietary Information~~

reasonably related to the provision of the Services but do not constitute a Change ("New Services"). (b) Any New Services agreed to by CSC pursuant to a request made by Customer in accordance with this Section 4.20 shall be as described in an Exhibit or Work Assignment prepared by and mutually agreed to by the parties. The Exhibit or Work Assignment shall contain, unless the parties agree otherwise, a description of the services to be conducted, the functional requirements and technical specifications applicable to the services, the services schedule and milestones, the deliverables and delivery schedule, acceptance criteria, and any other information that might be specified. The Exhibit or Work Assignment also may contain additional terms and conditions as may be mutually agreed by the parties. Upon the completion and execution of the Exhibit or Work Assignment by each party, the Exhibit or Work Assignment shall be attached hereto and form a part of this Agreement. (c) Any New Services related to CSC's Vantage One suite of Software Products, shall be provided by CSC based on the rates set out in Schedule A, unless otherwise agreed to by the parties in an Exhibit or Work Assignment. (d) CSC agrees that it shall consider all Customer requests to provide New Services and shall, in good faith, use reasonable efforts to perform any such New Services on terms and conditions that are fair and reasonable and that are consistent with the terms and conditions of this Agreement. Any New Services provided by CSC shall, unless expressly otherwise provided for in the applicable Exhibit or Work Assignment, be subject to the terms and conditions of this Agreement. 4.21 TIME AND MATERIALS BASIS. If a Work Assignment or Exhibit states that services will be provided on a "Time and Materials Basis," CSC's charges for the services will be determined by the amount of CSC personnel time, computer time, and materials used in providing the services, plus reimbursable expenses (in accordance with Customer's expense guidelines as may from time to time be provided to CSC by Customer), rather than by the results achieved. Services may be billed by the Person-hour, the Person-day, or any other unit agreed on by CSC and Customer. Services will be provided on a Time and Materials Basis and billed by the Person-hour at the Time and Materials Rates set forth in the controlling Work Assignment or Exhibit. 4.22 PERSONNEL. CSC will try to accommodate Customer's requests concerning assignment of personnel to Customer's projects, but CSC reserves the right to determine the assignment of its personnel. Customer acknowledges that CSC's project managers require discretion and flexibility to create and maintain balance and alignment between Customer's stated timeline and cost objectives and CSC's management of personnel. Customer will have the right to request in writing that any personnel assigned by CSC to perform services at Customer's site be removed and replaced. In the event of unprofessional conduct (including abusive behavior, dishonesty, harassment, or other circumstances which contravene Customer's Code of Business Conduct and the policies referenced therein, copies of which shall be provided to CSC) or gross non-performance, the removal will be immediate. In the event of work-related deficiency in performance, other than gross non-performance, CSC will have the opportunity to correct the deficient activity by developing an improvement plan for the affected personnel and resolving the deficiency to Customer's reasonable satisfaction within a thirty ~~Computer Sciences Corporation Page 20 of 99 LLH-V2 Confidential and Proprietary Information~~

(30) day period of such written notice. Otherwise, upon such a request, representatives of CSC and Customer will meet to discuss Customer's request; if CSC agrees with Customer's request, CSC will remove the employee from the project. CSC shall use commercially reasonable efforts to ensure that the Services of the replacement personnel shall be provided in accordance with any time schedule set forth in any applicable Exhibit or Work Assignment. 4.23 STANDARD OF CARE. INTENTIONALLY DELETED. 4.24 MOST FAVOURED CUSTOMER OF CSC. CSC agrees that CSC will treat Customer as one of CSC's most favored insurance customers. CSC represents that all of the prices, terms, warranties and benefits granted by CSC hereunder in the aggregate are comparable to or better than the prices, terms, warranties and benefits previously offered to any other comparable insurance customer of CSC, the comparability of customers taking into account the time at which such offers were made and having regard, without limitation, to the nature, service level performance requirements, volume, revenue and other applicable terms and conditions concerning the provision of such services. If, during the term of this Agreement, CSC shall enter into arrangements with any other comparable insurance customer providing such customer more favorable terms, CSC shall notify Customer of such terms and this Agreement shall thereupon be deemed amended to provide the same terms to Customer for any subsequent purchases of goods and services by Customer from CSC. 4.25 ESTIMATES. If CSC provides Customer with an estimate of the cost or time frame for any services to be provided by CSC, the estimate will be made in good faith based on the information known to CSC. However, CSC DOES NOT PROMISE THAT ESTIMATES WILL BE ACCURATE, and estimates are not intended as price or performance guarantees. 4.26 WORK PRODUCT. A. CSC shall be the owner and copyright holder of all work product that results from services performed by CSC for Customer (called "CSC Work Product"), including but not limited to, program code, Documentation, specifications, logic, and design. CSC grants Customer a non-exclusive license to use all CSC Work Product delivered to Customer. Customer's license to any CSC Work Product that relates to a particular Software Product shall be the same as Customer's license to that Software Product. Customer's license to any other CSC Work Product will be a non-exclusive, worldwide, paid-up license to use such CSC Work Product for the day-to-day business needs of Customer, excluding use on the behalf of any third party, including as part of a service bureau or outsourcing offering or arrangement for such third party, unless CSC otherwise expressly agrees in a Work Assignment. B. Notwithstanding anything to the contrary in Section 4.26A above, if Customer contracts with CSC for the development of particular CSC Work Product solely for Customer and solely at Customer's expense (but specifically excluding any "Derivate Works" of a Software Product), the parties may agree in the Work Assignment in advance of the commencement of work that either: (a) CSC would grant Customer title to the computer code and documentation comprising such CSC Work Product; or (b) the grant of any other licenses to the particular CSC Work ~~Computer Sciences Corporation Page 21 of 99 LLH-V2 Confidential and Proprietary Information~~

Product would be subject to an agreed upon royalty to Customer. The term "Derivative Work" shall mean any materials or computer programs based upon the Software Products prepared by CSC, Customer or by an Affiliate or third party contractor at the direction of Customer including any translations, reproductions, abridgements, condensations or any other form in which the Software Products, or any part thereof, may be recast, transformed, adopted, revised or modified. Unless the parties otherwise agree in writing, CSC shall be entitled to use the ideas and concepts contained in such CSC Work Product and to develop similar work product for other clients or for CSC's own use, provided that no Customer Confidential Information (as defined in Section 9.2 below) is disclosed or used thereby. To the extent that the services CSC performs include the provision of third party products, or services, Customer's rights to such products or services (including licenses, warranties, and indemnities) shall be those rights that CSC is authorized to pass through to Customer and shall be subject to any conditions on such rights (such as confidentiality and limitations of liability). CSC shall use its best efforts to obtain those rights to such third party products or services (including licenses, warranties, and indemnities) as are customarily available to customers of such products or services. Subject to the foregoing, CSC shall have no liability whatsoever with respect to any such third party products or services. To the extent required by a license agreement between Customer and Customer's third party licensor, CSC shall, at Customer's request, assign to Customer or Customer's third party licensor such of the CSC Work Product as is, upon creation, either a derivative work of materials copyrighted by Customer's third party licensor or information that CSC has agreed in writing is confidential to Customer's third party licensor. CSC shall not assign any work product not created as part of services performed by CSC for Customer. CSC shall not assign any materials that this Section does not require to be assigned as of its creation even if such materials are later included in CSC Work Product that this Section requires to be assigned. If CSC Work Product includes materials that this Section requires to be assigned and materials this Section does not require to be assigned, CSC may separate the assigned portion from the non-assigned portion. If any CSC Work Product can reasonably incorporate all or any portion of work product that resulted from the services CSC performed for an Affiliate of Customer ("Affiliate Work Product"), then the Affiliate Work Product shall be included in the CSC Work Product at no additional charge to Customer, except for such charges, if any, as are necessary to actually incorporate the Affiliate Work Product. If all or any portion of the Affiliate Work Product is to be incorporated in CSC Work Product, then the Work Assignment that contemplates the relevant CSC Work Product shall specify the Affiliate Work Product to be included in the CSC Work Product and shall reflect that it is provided to Customer at no charge. C. If Customer develops a modification to the Software Product that is not a Derivative Work of a Software Product (a "Customer-Specific Modification"), Customer shall notify CSC of such Customer-Specific Modification to enable the parties to identify the same. The parties agree that Customer-Specific Modifications shall be the sole property of Customer, and to the extent required to perfect Customer's title in Customer-Specific Modifications, at Customer's expense, CSC agrees to assign to Customer any rights or title CSC may have in or to any such Customer-Specific Modifications. 4.27 REIMBURSABLE EXPENSES. INTENTIONALLY DELETED. ~~Computer Sciences Corporation Page 22 of 99 LLH-V2 Confidential and Proprietary Information~~

4.28 CUSTOMER'S FACILITIES. From time to time, Customer may provide CSC with access to or use of its facilities or any third party facilities necessary for CSC to enforce its rights or perform its obligations hereunder (including offices, hardware, software, and other assets owned, leased, or licensed by Customer and third party services provided to Customer). Such access shall be at no charge to CSC, and to the extent that any third party charges CSC for such access, Customer shall reimburse CSC for such expenses. 5. PERFORMANCE STANDARDS 5.1 SERVICE LEVELS. At all times during the Term, CSC shall provide the Services in accordance with the Service Levels, as set out in any Statement of Work as may be revised from time to time in accordance with the provisions hereof. 5.2 ADJUSTMENT AND ESTABLISHMENT OF SERVICE LEVELS. The patties shall review, during the last ninety (90) days of each Contract Year, the Service Levels as set out in any Exhibit or Work Assignment for the preceding twelve (12) month period. In respect of any Service Levels that require adjustment or are no longer appropriate for any reason, including a change to the Services or the Services Systems, the parties may agree that such Service Levels be adjusted for the subsequent Contract Year, and, upon agreement by Customer and CSC, such Service Levels shall be adjusted by a Change order. In addition, either Customer or CSC may, at any time upon notice to the other party, initiate negotiations to review and adjust any of the Service Levels which such party in good faith believes are inappropriate at the time, provided, however, that if the parties fail to agree on the appropriate modification to be made to a Service Level, acting reasonably, the existing Service Level shall continue to apply. The parties agree to amend Service Levels in the event that it becomes clear that any Service Level was established in reliance upon mistaken data. 5.3 PERFORMANCE REPORTS. In addition to its reporting obligations hereunder, CSC shall within ten (10) days of the end for each month provide Customer with reports as required by any Exhibit or Work Assignment concerning the levels of performance of the Services and the Services Systems in sufficient detail to determine CSC compliance with the Service Levels as set out in any Exhibit or Work Assignment and to calculate accurately all Non-Performance Adjustments, if applicable. 5.4 PERFORMANCE DEFICIENCY RESPONSE. If CSC fails at any time to meet any Service Level, in addition to any other remedies that may be available to Customer, CSC shall follow the procedures and take such steps as may be required pursuant to an Exhibit or Work Assignment in respect of such failure or series of failures. ~~Computer Sciences Corporation Page 23 of 99 LLH-V2 Confidential and Proprietary Information~~

5.5 NON-PERFORMANCE ADJUSTMENTS. (a) Customer shall be entitled to Non-Performance Adjustments calculated in accordance with any Exhibit or Work Assignment, where provided for in any Exhibit or Work Assignment. (b) The calculation and payment of Non-Performance Adjustments will be in the manner as described in any Exhibit or Work Assignment. If CSC has paid a Non-Performance Adjustment in respect of a breach of any Exhibit, Work Assignment or this Agreement and Customer then makes a Claim in respect of such breach then any amount awarded or paid in respect of that Claim must be reduced by an amount equal to the relevant Non-Performance Adjustment. 5.6 CUSTOMER SATISFACTION SURVEYS. (a) At least once every twelve (12) months during the Term or as otherwise agreed by the parties, as part of the Services, CSC shall conduct customer satisfaction surveys to capture and measure customer satisfaction within Customer in respect of the provision of the Services by CSC. Within one year of the Effective Date, CSC and Customer shall jointly develop and agree upon the content and scope of such surveys, including the relevant classes of end-users to be surveyed, and the methods and procedures to be used in carrying out such surveys. The timing of the surveys shall be subject to approval of Customer and CSC. The parties shall revise and update the surveys from time to time to reflect changes in the Services and the businesses of Customer. (b) The parties shall discuss the results of any customer satisfaction survey and discuss and agree upon any necessary changes to the Services resulting therefrom, such changes to be implemented pursuant to the Change order process. 6. MANAGEMENT 6.1 JOINT MANAGEMENT COMMITTEE. Customer and CSC will create, and shall participate in, a joint management committee (the "JOINT MANAGEMENT COMMITTEE") that shall consist of no less than one (1) management representative from each of Customer and CSC. The Joint Management Committee shall supervise and manage the performance of obligations under any Exhibit, Work Assignment or this Agreement. The initial representatives of each party to the Joint Management Committee shall be as follows: CSC: JON TAUTE, CUSTOMER EXECUTIVE CUSTOMER: MARK RIZZA, VICE PRESIDENT Within sixty (60) days after the Effective Date, Customer and CSC will agree upon a shared party's process for replacement of the Joint Management Committee members. ~~Computer Sciences Corporation Page 24 of 99 LLH-V2 Confidential and Proprietary Information~~

6.2 RESPONSIBILITIES OF THE JOINT MANAGEMENT COMMITTEE. The Joint Management Committee will: (a) meet in accordance with the time frequencies specified in Section 6.3, or more frequently as the Joint Management Committee may determine, to generally review the performance of the Agreement and to facilitate the cooperation of the Parties in the performance of the Agreement; (b) upon Customer's or CSC's request, assist in resolving any issues arising during the negotiation of an amendment to this Agreement; (c) participate in the Dispute Resolution Procedures as provided for in this Agreement; and (d) have such other responsibilities and obligations or perform such other duties as the parties may mutually agree to from time to time hereunder. 6.3 MEETINGS. Within two (2) months after the Effective Date, CSC and Customer will mutually determine a schedule for periodic meetings of the Joint Management Committee, which meetings will include a quarterly management meeting to review appropriate contractual, business, planning, or performance issues, or as required by either party. CSC will publish an agenda for each meeting of the Joint Management Committee sufficiently in advance of each meeting to allow meeting participants a reasonable opportunity to prepare for each meeting. 7. CHANGES 7.1 CHANGES TO SCOPE OF OBLIGATIONS. Notwithstanding any other provision of any Exhibit, Work Assignment or this Agreement, the parties agree that any changes, modification, additions, revisions or alterations to either party's obligations under any Exhibit, Work Assignment or this Agreement shall constitute an amendment of such Exhibit, Work Assignment or this Agreement and shall be subject to either Section 23 (Entire Agreement) or Section 7.2, as applicable. 7.2 CHANGES. During the Term, Customer may at any time request that changes, modifications, additions, revisions or alterations be made to the Services ("CHANGE") and CSC agrees to consider and, in good faith, use its reasonable efforts to implement any Change requested by Customer on terms and conditions that are fair and reasonable and not inconsistent with the terms hereof. In order to promote, facilitate and expedite the request, consideration and possible acceptance of proposed Changes, CSC and Customer agree to the Change order procedures and protocols and Change implementation procedures set out in Schedule F (the "CHANGE MANAGEMENT PROCEDURES"). 7.3 CHANGES - PRICING AND TERMS. CSC agrees and confirms that any pricing, costs or other charges that may be proposed or otherwise submitted to Customer, in connection with any Agreement amendments or Changes, ~~Computer Sciences Corporation Page 25 of 99 LLH-V2 Confidential and Proprietary Information~~

and the terms and conditions on which such amendments and/or Changes will be provided to Customer, will comply with CSC obligations pursuant to Section 4.24. 8. PAYMENT TERMS 8.1 UNDISPUTED CHARGES. CSC will invoice Customer monthly, in arrears, for all charges incurred by Customer under this Agreement, an Exhibit or Work Assignment, and payment will be due within thirty (30) days of the receipt of the invoice. Customer shall pay undisputed charges when such payments are due. If any amount is not paid within thirty (30) days after the invoice is received by Customer and Customer has not timely notified CSC of its intent to dispute the unpaid amount pursuant to the provisions of Section 8.2, Customer waives its right to dispute the unpaid amount and will pay CSC interest on the amount due, beginning thirty (30) days after the invoice is received by Customer, at a rate of 1.5% per month, or the highest rate permitted by applicable law if that is less. However, the charging of interest is not consent to late payment. Customer will make payment to the entity and address stated on the invoice. Non-payment of undisputed amounts due under this Section shall be a material breach of this Agreement. Customer will reimburse CSC for any costs or attorneys' fees reasonably incurred by CSC to collect overdue amounts. Neither the failure of CSC to deliver an invoice for charges incurred hereunder nor any error in the amount invoiced by CSC for such charges shall constitute a waiver by CSC of Customer's obligations to pay such charges. 8.2 DISPUTED CHARGES. Customer may withhold payment of particular charges that Customer disputes in good faith, provided that Customer, provides CSC with written notice of its intent to withhold payment within thirty (30) days after the relevant invoice is received by Customer, and such notice is signed by an authorized officer of Customer. The Parties will promptly pursue in good faith any applicable dispute resolution procedures relating to the disputed amount. Anything to the contrary in this Agreement notwithstanding, non-payment of an amount properly disputed under this Section shall not constitute a material breach of this Agreement or of any Exhibit or Work Assignment attached to this Agreement unless the dispute has been resolved in favor or CSC and Customer has not paid CSC within a reasonable time following resolution of the dispute. 8.3 INVOICE. During the Term and the Termination Assistance Period, CSC shall submit to Customer an invoice payable within thirty (30) days of receipt, setting out in reasonable detail: (a) the Fees set out in all Exhibits for the month in which the invoice is issued; (b) if applicable, any Non-Performance Adjustments to which Customer is entitled in respect of the preceding month; (c) such other fees, costs or charges as are required to be paid under any Exhibit or this Agreement or any Change order in respect of the month in which the invoice is issued; and ~~Computer Sciences Corporation Page 26 of 99 LLH-V2 Confidential and Proprietary Information~~

(d) applicable Taxes required to be paid by Customer in respect of the Services provided during the proceeding month, itemized, for greater certainty, according to consulting and non-consulting charges. 8.4 ADDITIONAL INFORMATION. Along with the invoice referred to in Section 8.3, CSC shall provide the following information and documentation to Customer: (a) a report prepared by CSC setting out in detail the calculation of the Non-Performance Adjustments applicable; (b) a statement of any pre-approved Service costs and expenses charged to Customer; and (c) such additional information as Customer may reasonably request. 8.5 COSTS AND EXPENSES. All costs and expenses incurred by CSC in connection with the performance of its obligations under this Agreement shall, unless otherwise agreed by the parties in writing, be to the account of and be the sole responsibility of CSC. CSC shall obtain the written approval of Customer prior to incurring any additional costs or expenses for which it seeks reimbursement from Customer. Receipts and documentation in a form acceptable to Customer shall support any reimbursable costs and expenses. Customer will reimburse CSC for any expenses CSC incurs to provide services requested by Customer (other than CSC's normal salary and overhead costs). To be reimbursed, the need to incur such expenses (but not necessarily the amount of the expense) must be pre-approved by Customer in writing and all such expenses must conform to Customer's expense guidelines as may from time to time be provided to CSC by Customer. Common reimbursable expenses include: transportation costs for travel, airfare (in economy class only), meals, and lodging for persons who travel to provide services; living allowances; and charges paid to third party service providers such as delivery charges, telephone charges, and computer network charges. This list is not exclusive, and other types of expenses may occur. 8.6 TIME OF PAYMENT. Any sum due to a Party pursuant to this Agreement for which the time of payment is not otherwise specified shall be due and payable thirty (30) days after receipt by the other Party of an invoice or demand for payment. 8.7 STALE INVOICES. If CSC does not invoice Customer for any amount within ninety (90) days after the month in which the applicable Services are rendered or the expense incurred, CSC shall be deemed to have waived any right it may otherwise have to invoice for and collect such amount. If Customer does not make a written claim to CSC for any improperly invoiced amounts within ninety (90) days after Customer receives any such invoice, Customer shall be deemed to have waived any right it may otherwise have to make an adjustment for such amount. ~~Computer Sciences Corporation Page 27 of 99 LLH-V2 Confidential and Proprietary Information~~

8.8 TAXES. (a) CSC Responsibility CSC will be responsible for all applicable property, payroll and employment, goods and services, sales, service, value added or use taxes (collectively 'TAXES') levied on CSC in respect of: (i) any goods, services, property assets or resources acquired, used or consumed by CSC in connection with the Services (provided, however, CSC will re-bill Customer for any Taxes due on expenses incurred by CSC in performing the Services such as FEDEX, postage, supplies, printing, card stock, travel, and the like); (ii) employee wages and salaries for CSC's employees; and but for the avoidance of doubt, CSC will not be responsible for Taxes based on the income of Customer. (b) Customer Responsibility Customer will pay when due any sales, value-added or other tax imposed by any taxing jurisdiction on the provision of the Services or any component thereof at the rate of tax at that time during the Term. For the avoidance of doubt, Customer will not be responsible for taxes based on the income of CSC. (c) Customer Commodity Tax Environment (i) CSC and Customer agree to cooperate to achieve tax effective structuring and invoicing processes to reduce both parties' exposure to taxes, and to protect its current rates of recovery of certain tax costs, in a manner that complies in all respects with Applicable Laws. (ii) CSC agrees to invoice Customer for the Services in a manner, and with sufficient documentation, to enable Customer to attribute to any goods and services tax (or other similar taxes, however they may be described, in the relevant jurisdiction in which the Services are being provided) to specific Customer business segments and activities to achieve, where eligible, the rates of recovery for those taxes enjoyed by Customer immediately prior to the Effective Date. In addition, CSC will cooperate with Customer to facilitate tax effective structuring and invoicing with the goal of maintaining or improving Customer's recovery rates of goods and services taxes, sales taxes and (or other similar taxes, however they may be described, in the relevant jurisdiction in which the Services are being provided). (iii) CSC invoices to Customer will separately state the amount of any taxes CSC or its Affiliates are collecting from Customer. CSC agrees to invoice, or cause its Affiliates to invoice, Customer separately for Services, which are ~~Computer Sciences Corporation Page 28 of 99 LLH-V2 Confidential and Proprietary Information~~

exempt from any retail sales tax and other applicable sales and use taxes, and Services, which are subject to such taxes. (d) Tax Reduction (i) If any taxing jurisdiction imposes after the Effective Date a new or expanded sales, value-added, withholding or other tax on the provision of the Services or any component thereof (a 'NEW TAX'), the parties will co-operate in attempting to reduce the amount of such New Tax, or to increase the recovery of such New Taxes paid by a party, to the maximum extent feasible as permitted by Applicable Law. (e) Non-recoverable Sales Tax Relating to Relocation (i) If any non-recoverable sales taxes applicable to the Services are imposed on Customer as a result of CSC's transition of Services to a location other than the initial location of CSC's facilities, CSC shall discount the Fees so that Fees prior to the discount plus the non-recoverable sales taxes applicable prior to the move will be equal to the Fees after the discount plus the non-recoverable sales taxes applicable after the move. (ii) If any non-recoverable sales taxes applicable to the Services are imposed on CSC as a result of Customer's request for Services to be provided from a location other than the initial location of CSC's facilities, CSC shall increase its charges so that charges prior to the increase less non-recoverable sales taxes applicable prior to the move will be equal to the Fees after the increase less non-recoverable sales taxes applicable after the move. (f) Withholding Taxes Customer may withhold from any payments to CSC and where required, pay to the appropriate taxing authority any withholding taxes required to be withheld by Applicable Law, but will provide CSC with a receipt or other document evidencing the withholding as required by Applicable Law within sixty (60) days or as soon thereafter as reasonably possible from when payment is made to CSC. CSC will be solely responsible for claiming any applicable tax credits related to such withholding taxes. Customer shall not be liable in any manner for such tax amounts withheld and remitted to the appropriate taxing authority. (g) Right to Challenge Assessments Customer shall be entitled, with the full co-operation of CSC, to challenge any Tax (including New Taxes) or level of Tax imposed or assessed on the Services or on any Fee. Customer agrees to bear all costs incurred by CSC in challenging taxes assessed on the Services or license fees by a taxing authority. (h) General The parties will cooperate with each other to enable each to determine its respective Tax liabilities accurately and to reduce such liabilities to the extent permitted by Applicable ~~Computer Sciences Corporation Page 29 of 99 LLH-V2 Confidential and Proprietary Information~~

Law. Without limiting the generality of the foregoing, each party shall provide to the other any resale certificates, exemption certificates, information regarding out-of-province or out-of-country sales or use of equipment and services, and such other similar information as the other party may reasonably request. (i) Tax Credits In the event that CSC carries on scientific research or experimental development or other activities paid for by Customer for which Tax credits or similar financial benefits are made available, Customer shall be entitled to receive the Tax credits therefor, and CSC will provide reasonable information and assistance to enable Customer to obtain such credits. Customer agrees to bear all costs incurred by CSC associated with providing reasonable assistance referred to in this paragraph. 8.9 INTENTIONALLY DELETED. 8.10 REPATRIATION OF SERVICES. Following the expiration or termination of an Exhibit or this Agreement for any reason, including Customer exercising it's right to take possession of any Software Product under applicable licenses and currently being hosted by CSC and from which CSC is providing Services to Customer, CSC will provide to the Customer, if the Customer so desires, assistance in transferring the Services, including any related Software Product, contracts, data or customer-owned equipment, back to the Customer, its Affiliates, or to another third party service provider ("Transfer Assistance") in order to ensure the orderly resumption of the provision of Services to Customer and/or the transfer of some or all of the Services to one or more third party service providers without any material interruption in the provision of the Services. CSC will provide such Transfer Assistance using the resources contracted by Customer under any applicable Work Assignment. If Transfer Assistance will require the use of different or additional services or resources beyond those contracted under any applicable Work Assignment and which, CSC is then using to provide the Services; such request for Transfer Assistance will be considered a new service for which the Customer and CSC will negotiate mutually satisfactory rates. 9. IMPROVED TECHNOLOGY AND GAINSHARE 9.1 IMPROVED TECHNOLOGY. As part of the Services hereunder, CSC will be responsible to review periodically, and where appropriate, investigate and assess technology changes and process improvements as they relate to the Services provided to Customer and report to Customer at least once per calendar year concerning its findings in respect of the same. In the event that CSC identifies an opportunity to implement new technology or processes to either improve the Service Levels or that may otherwise benefit Customer, the parties will request that their representatives on the Joint Management Committee assess the opportunity and meet if necessary to determine whether a business case should be developed for Customer's consideration. The approval and implementation of any new technologies or processes identified by CSC shall be made through the Change procedures set out herein in Article 7. Customer and CSC agree to share technology strategies on an annual basis through the Joint Management Committee. ~~Computer Sciences Corporation Page 30 of 99 LLH-V2 Confidential and Proprietary Information~~

9.2 GAINSHARE. In addition to CSC's obligation pursuant to Article 7, the parties agree that CSC may, from time to time, identify and submit a formal proposal to Customer regarding specific operations, goods and/or services where Customer's costs can be reduced ("GAINSHARE PROPOSAL"). The Gainshare Proposal shall include the identification of the business operation(s), goods and/or services, the proposed changes in same, and the projected cost savings based on the price that Customer is paying at the time of the Gainshare Proposal. The Gainshare Proposal will also invite Customer to other clients' sites in order to view successful examples of similar Gainshare Proposals whenever possible. Within thirty (30) days of Customer receipt of a Gainshare Proposal, Customer shall either approve or reject the proposal by executing the Gainshare Proposal accordingly and delivering same to CSC. CSC will start to implement the cost savings in the approved Gainshare Proposal within sixty (60) days of its receipt of said written approvals. 9.3 COST SAVINGS GAINSHARE. The parties agree that, in respect of any cost saving opportunities implemented by the parties pursuant to this Article 9, they shall share equally all cost savings actually realized by Customer. CSC shall provide Customer with monthly reports as to the amount of the cost savings. Customer shall cooperate with CSC in implementing the cost savings. Customer agrees not to circumvent CSC by implementing any cost savings proposed by CSC without sharing the realized cost savings set forth above, while this Agreement, any Exhibit or Work Assignment is in effect. Customer acknowledges that the proposed cost savings are estimated and may not reflect the actual savings over time. CSC acknowledges that any estimated cost savings shall be calculated net of any related or necessary capital or other expenditure by Customer in order to implement the Gainshare Proposal. Should CSC default by failing to implement the estimated cost savings in a Gainshare Proposal in a timely manner, Customer may provide written notice to CSC indicating such failure by CSC and CSC shall be provided thirty (30 days) to cure such default from the date of such notice. In the event that CSC does not implement the estimated cost savings in the Gainshare Proposal within thirty (30) days of receiving said notice, Customer may terminate such Gainshare Proposal and CSC shall compensate Customer for all Customer's incurred expenses relating to such Gainshare Proposal. 10. REPRESENTATIONS, WARRANTIES AND COVENANTS 10.1 BY CSC. (a) CSC represents, warrants, and covenants that it is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada; that it has all the requisite corporate power and authority to execute, deliver, and perform this Agreement; that it has duly authorized execution, delivery, and performance of this Agreement; it has and shall maintain any governmental license, authorization, or qualification required for it to perform this Agreement; no approval, authorization or consent of any governmental or regulatory authority is required to be obtained for it to execute, deliver, and perform this Agreement; and to its knowledge, there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a material adverse effect on the parties' ability to fulfill their respective obligations under this Agreement. ~~Computer Sciences Corporation Page 31 of 99 LLH-V2 Confidential and Proprietary Information~~

(b) CSC represents, warrants, and covenants that it has all of the intellectual property and contractual rights necessary to license each Software Product or CSC Work Product licensed to Customer and that such Software Product or CSC Work Product does not violate any third party's intellectual property, moral, confidentiality, contractual, equitable, or statutory rights. This warranty continues as long as any Software Product or CSC Work Product license is in effect. (c) any CSC Work Product or deliverables, whether in whole or in part, shall be either solely created by employees of CSC during the ordinary course of the employee's employment with CSC, or by other persons who have executed and delivered a written agreement that completely conveys, assigns, and transfers to CSC, without reservation, all right, title and interest in and to the part or aspect of the CSC Work Product or deliverables thereof, created by such person and, in the case of such individuals, has also irrevocably waived in writing, in favour of CSC, all of his or her moral rights in respect of the CSC Work Product or deliverables or part thereof. (d) all Systems supplied by CSC and its subcontractors shall be transferred and/or assigned free and clear of all liens and encumbrances at the time of assignment to Successor. (e) unless CSC obtains Customer's prior written approval, any hardware sold, leased or otherwise supplied to Customer will be, manufactured from new or reconditioned parts and in good condition and repair provided that any transfer to Customer after use by CSC to provide the Services will not constitute a breach of this warranty. (f) CSC will use commercially reasonable efforts to obtain for Customer warranties as good as or better than the warranties obtained for other customers in similar circumstances and shall ensure that warranties are assignable and CSC will assign these warranties to Customer upon transfer of the items to Successor. (g) CSC shall not provide the Services using any hardware that is not approved by the Canadian Standards Association or comparable Ulc, cUL or cETL Standards, or any Systems that fail to comply with all applicable Canadian and United States regulations, including environmental, import and export regulations. (h) CSC and its Subcontractors shall comply with the Customer Data and System Security Policies as same are provided to CSC by Customer or by its Affiliates to whom CSC is providing Services under this Agreement or a Statement of Work. (i) CSC is under no current obligation or restriction, nor will it knowingly assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning the performance to be rendered hereunder or the rights and licenses granted herein. (j) CSC represents, warrants, and covenants that any services performed for Customer by CSC will be performed in a professional and timely manner and shall conform to the Service Levels, other specifications and requirements set out in this Agreement or any Exhibit. In addition, CSC, and all employees or permitted subcontractors, shall have all necessary training, skill, experience and competence required to perform and manage the Services in an efficient and cost-effective manner. Customer may not claim a breach of this warranty for any particular services more than ninety (90) days ~~Computer Sciences Corporation Page 32 of 99 LLH-V2 Confidential and Proprietary Information~~

after those services are performed (unless otherwise agreed in a Work Assignment or Exhibit). Services that result in CSC Work Product will be deemed performed for purposes of this paragraph when CSC delivers that CSC Work Product to Customer. Customer must notify CSC within ninety (90) days of a breach of the foregoing warranty (unless otherwise agreed in a Work Assignment or Exhibit) in reasonable detail, thereupon CSC shall diagnose, analyze, and correct such breach within ninety (90) days of such notice (unless otherwise agreed in a Work Assignment or Exhibit). THIS SHALL BE CUSTOMER'S SOLE REMEDY FOR ANY SUCH BREACH OF THIS WARRANTY, TO THE EXCLUSION OF ALL OTHER REMEDIES, EVEN IF SUCH LIMITATION CAUSES THIS WARRANTY OR ITS REMEDY TO FAIL OF THEIR ESSENTIAL PURPOSES. HOWEVER, FAILURE BY CSC TO REMEDY A BREACH OF THIS WARRANTY, AS PROVIDED FOR IN THE PRECEDING SENTENCE, SHALL THEN CONSTITUTE A MATERIAL BREACH UNDER THIS AGREEMENT WHICH SHALL THEN ENTITLE CUSTOMER TO ALL RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO CUSTOMER FOR A MATERIAL BREACH UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE REMEDIES AVAILABLE UNDER SECTION 8. (k) For each Software Product licensed hereunder, CSC represents, warrants, and covenants that, for the period that the Utilization and Support Exhibit related to that Software Product remains in effect, the Software Product (and its Releases) furnished to Customer shall conform substantially to the current published functional specifications contained in the Software Product's Documentation. Customer must notify CSC within ninety (90) days of a breach of the foregoing warranty (unless otherwise agreed in a Work Assignment or Exhibit) in reasonable detail, thereupon CSC shall diagnose, analyze, and correct such breach within ninety (90) days of such notice (unless otherwise agreed in a Work Assignment or Exhibit). THIS SHALL BE CUSTOMER'S SOLE REMEDY FOR ANY SUCH BREACH OF THIS WARRANTY, TO THE EXCLUSION OF ALL OTHER REMEDIES, EVEN IF SUCH LIMITATION CAUSES THIS WARRANTY OR ITS REMEDY TO FAIL OF THEIR ESSENTIAL PURPOSES. HOWEVER, FAILURE BY CSC TO REMEDY A BREACH OF THIS WARRANTY, AS PROVIDED FOR IN THE PRECEDING SENTENCE, SHALL THEN CONSTITUTE A MATERIAL BREACH UNDER THIS AGREEMENT WHICH SHALL THEN ENTITLE CUSTOMER TO ALL RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO CUSTOMER FOR A MATERIAL BREACH UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE REMEDIES AVAILABLE UNDER SECTION 8. Excluded from the foregoing warranty are any Customer-Specific Errors (as defined in the respective Utilization and Support Exhibit) and any incorrect processing results or other effects of limitations or incompatibility of the equipment, system software, previously-stored data, data exchanged with other programs, and other components of the computer system environment in which the Software Product is used. CSC shall have no responsibility as to such problems. (l) For each Software Product licensed hereunder, CSC represents, warrants, and covenants that, for the period that the Utilization and Support Exhibit related to the Software Product remains in effect, the Current Base System (as defined in the relevant Utilization and Support Exhibit) of the Software Product will not contain any Self-Help Code known to CSC other than as disclosed to Customer in writing at ~~Computer Sciences Corporation Page 33 of 99 LLH-V2 Confidential and Proprietary Information~~

the time the Release containing such Self-Help Code is delivered to Customer. Self-Help Code means any back door, time bomb, drop dead device, or other software routine designed and intended by CSC to disable a computer program automatically with the passage of time or transfer to another central processing unit. If Customer notifies CSC in reasonable detail of a breach of the foregoing warranties that occurred in the sixty (60) days prior to such notice (unless otherwise agreed in a Work Assignment or Exhibit), then CSC shall provide a Release conforming with this warranty as soon as reasonably possible but within ten (10) business days. THIS SHALL BE CUSTOMER'S SOLE REMEDY FOR ANY SUCH BREACH OF THIS WARRANTY, TO THE EXCLUSION OF ALL OTHER REMEDIES, EVEN IF SUCH LIMITATION CAUSES THIS WARRANTY OR ITS REMEDY TO FAIL OF THEIR ESSENTIAL PURPOSES. HOWEVER, FAILURE BY CSC TO REMEDY A BREACH OF THIS WARRANTY, AS PROVIDED FOR IN THE PRECEDING SENTENCE, SHALL THEN CONSTITUTE A MATERIAL BREACH UNDER THIS AGREEMENT WHICH SHALL THEN ENTITLE CUSTOMER TO ALL RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO CUSTOMER FOR A MATERIAL BREACH UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE REMEDIES AVAILABLE UNDER SECTION 8. (m) For each Software Product licensed hereunder, CSC represents, warrants, and covenants that, for the period that the Utilization and Support Exhibit related to the Software Product remains in effect, the Current Base System (as defined in the relevant Utilization and Support Exhibit) of the Software Product will not contain any Unauthorized Code known to CSC. Unauthorized Code means computer instructions that alter, destroy or inhibit the Customer's processing environment, including, but not limited to, data storage and computer libraries. Unauthorized Code includes, but is not limited to, programs that self-replicate without manual intervention, instructions programmed to activate at a pre-determined time or upon a specified event, and programs purporting to do a meaningful function but designed for a destructive function. CSC further represents, warrants, and convenants that it shall take reasonable steps to test all Releases furnished to Customer for the presence of Unauthorized Code. The determination of "reasonable tests" shall be based on then current industry standards for testing for such Unauthorized Code on the applicable hardware platform. However, Customer may not use said Releases until Customer has similarly tested all Releases on Customer's computers after delivery. If Customer notifies CSC in reasonable detail of a breach of the foregoing warranties that occurred in the sixty (60) days prior to such notice (unless otherwise agreed in a Work Assignment or Exhibit), then CSC shall provide a Release conforming with this warranty as soon as reasonably possible but within ten (10) business days. THIS SHALL BE CUSTOMER'S SOLE REMEDY FOR ANY SUCH BREACH OF THIS WARRANTY, TO THE EXCLUSION OF ALL OTHER REMEDIES, EVEN IF SUCH LIMITATION CAUSES THIS WARRANTY OR ITS REMEDY TO FAIL OF THEIR ESSENTIAL PURPOSES. HOWEVER, FAILURE BY CSC TO REMEDY A BREACH OF THIS WARRANTY, AS PROVIDED FOR IN THE PRECEDING SENTENCE, SHALL THEN CONSTITUTE A MATERIAL BREACH UNDER THIS AGREEMENT WHICH SHALL THEN ENTITLE CUSTOMER TO ALL RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO CUSTOMER FOR A MATERIAL ~~Computer Sciences Corporation Page 34 of 99 LLH-V2 Confidential and Proprietary Information~~

BREACH UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE REMEDIES AVAILABLE UNDER SECTION 8. (n) For each Software Product licensed hereunder, CSC represents, warrants, and covenants that, for the period that the Utilization and Support Exhibit related to the Software Product remains in effect, operation of the Licensed System in accordance with its Specifications will not be impaired by occurrence of dates of January 1, 2000 and later in program data, and that, within the range of dates supported by the Licensed System, arithmetic, comparison, sorting, day-of-week and day-of-year functions will produce expected results (including correct leap year calculations). If Customer notifies CSC in reasonable detail of a breach of the foregoing warranty that occurred in the sixty (60) days prior to such notice, then CSC shall provide assistance to diagnose, analyze, and correct such breach within a commercially reasonable period of time. THIS SHALL BE CUSTOMER'S SOLE REMEDY FOR ANY SUCH BREACH OF THIS WARRANTY, TO THE EXCLUSION OF ALL OTHER REMEDIES, EVEN IF SUCH LIMITATION CAUSES THIS WARRANTY OR ITS REMEDY TO FAIL OF THEIR ESSENTIAL PURPOSES. HOWEVER, FAILURE BY CSC TO REMEDY A BREACH OF THIS WARRANTY, AS PROVIDED FOR IN THE PRECEDING SENTENCE, SHALL THEN CONSTITUTE A MATERIAL BREACH UNDER THIS AGREEMENT WHICH SHALL THEN ENTITLE CUSTOMER TO ALL RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO CUSTOMER FOR A MATERIAL BREACH UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE REMEDIES AVAILABLE UNDER SECTION 8. 10.2 BY CUSTOMER. (a) Customer represents, warrants, and covenants that it is a corporation duly incorporated, validly existing and in good standing under the laws of Canada, or the laws of a country or state identified in an Exhibit or Work Assignment if an Affiliate; that it has all the requisite corporate power and authority to execute, deliver, and perform this Agreement and all Exhibits and Work Assignments attached hereto; that it has duly authorized execution, delivery, and performance of this Agreement and all Exhibits and Work Assignments attached hereto; it has or shall obtain and shall maintain any governmental license, authorization, or qualification required for it to perform this Agreement and all Exhibits and Work Assignments attached hereto; approval, authorization or consent of any governmental or regulatory authority shall be obtained for it to execute, deliver, and perform this Agreement and all Exhibits and Work Assignments attached hereto; and to its knowledge, there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a material adverse effect on the parties' ability to fulfill their respective obligations under this Agreement and all Exhibits and Work Assignments attached hereto. (b) Customer warrants that it has the right to permit CSC's personnel to use, for the purpose of providing services hereunder, all facilities, hardware, software, and services to which Customer provides CSC's personnel access. ~~Computer Sciences Corporation Page 35 of 99 LLH-V2 Confidential and Proprietary Information~~

(c) Customer warrants that it has ownership, exclusive as to everyone but CSC, of all intellectual property assigned hereunder to CSC. 10.3 DISCLAIMER OF ALL OTHER WARRANTIES. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS ARISING BY LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF THE TRADE. The Software Products are complex and may contain some non-conformities, defects, or errors. CSC does not warrant uninterrupted or error-free operation or performance of the Software Products or services, that all non-conformities can or will be corrected, or that the Software Products will meet Customer's needs, expectations, or requirements. There may be other warranties in Exhibits or Work Assignment to this Agreement. However, no statement in this Agreement (including Exhibits and Work Assignments) or any other document issued by a party is intended to be a warranty unless it expressly states it is a warranty. In entering into this Agreement, the parties have not relied on any conditions, representation, or warranties except as provided in this Agreement. 11. INDEMNITIES 11.1 INTELLECTUAL PROPERTY INDEMNITY BY CSC. If a third party makes a claim that a Software Product or a CSC Work Product licensed to Customer under this Agreement infringes an intellectual property or any other right of that third party, CSC will indemnify, hold harmless, and defend Customer against that claim at CSC's expense and pay all costs, damages, losses, liabilities, expenses, and attorneys' fees that a court awards, or that are provided for in a settlement approved by CSC. CSC shall have no liability for any claim which is based on: (a) a modification of the Software Product or CSC Work Product by anyone other than CSC (unless otherwise agreed to by CSC in a signed writing), (b) requirements or specifications or materials provided to CSC by or on behalf of Customer, unless the Software Product or CSC Work Product would still infringe the third party's intellectual property or other rights absent such requirements or specifications or materials, (c) use of the Software Product or CSC Work Product other than in accordance with CSC's specifications and Documentation, or (d) use of the Software Product or CSC Work Product in combination with data, software, or hardware not provided by CSC, unless the Software Product or CSC Work Product would still infringe the third party's intellectual property or other rights if not used in such combination. If a claim of infringement is made or appears likely, CSC shall obtain the right for Customer to continue using the affected Software Product or the CSC Work Product or CSC may modify the Software Product or the infringing parts so that it is non-infringing, provided there is no change or reduction in the scope, quality, performance and functionality of the Software Product and provided such modification does not require a change in the platform on which the Software Product is then running; or replace the Software Product or CSC Work Product with a substitute of equal or better quality provided there is no change or reduction in scope, quality, performance and functionality of the Software Product or CSC Work Product and provide the replacement does not require a change in the platform on which the Software Product or CSC Work Product is then running . CSC shall perform any installation and testing required in respect of the foregoing, all at CSC's cost to ensure that the modification or replacement is performing in accordance with the applicable Exhibit or this Agreement. If CSC determines that none of these options is reasonably available, CSC may cancel Customer's license ~~Computer Sciences Corporation Page 36 of 99 LLH-V2 Confidential and Proprietary Information~~

for the affected Software Product or CSC Work Product upon paying Customer a refund equal to the license fee payable under the terms of the Agreement to CSC for the Software Product or CSC Work Product, less an amount equal to 10% of such license fee for each year since CSC delivered the Software Product. This, in addition to its indemnity obligations set out herein, are CSC's entire obligations to Customer regarding any claim of infringement. 11.2 INTELLECTUAL PROPERTY INDEMNITY BY CUSTOMER. If a third party makes a claim that CSC's use of hardware and software which Customer provides to CSC infringes an intellectual property or other right of that third party, Customer will indemnify, hold harmless, and defend CSC against that claim at Customer's expense and pay all costs, damages, losses, liabilities, expenses, and attorneys' fees that a court awards, or that are provided for in a settlement approved by Customer. Unless otherwise agreed to by Customer in a signed writing, Customer shall have no liability for any claim which is based on: (a) a modification by CSC, or by a third party acting at the direction of CSC, of the hardware or software which Customer provides to CSC, (b) requirements or specifications or materials supplied by CSC to Customer for the hardware or software which Customer provides to CSC, unless the hardware or software would still infringe the third party's intellectual property or other rights absent such requirements or specifications or materials, or (c) use of the hardware or software in a manner for which it is not intended. If a claim of infringement is made or appears likely, Customer may obtain the right for CSC to continue using the affected hardware or software, or Customer may modify or replace the hardware or software. If Customer determines that none of these options is reasonably available, Customer may cancel CSC's license for the affected hardware or software and CSC shall be relieved of any obligation dependent upon CSC's use of such hardware or software. This, in addition to its indemnity obligations set out herein, are Customer's entire obligations to CSC regarding any claim of infringement 11.3 TORT INDEMNITY BY CSC. If a third party makes a claim that Customer is responsible for (a) bodily injury (including death) or damage to real property or tangible personal property (not including software or data) solely caused by the premises, negligence, gross negligence, or willful misconduct of CSC or its employee or contractor acting within the scope of employment or engagement or (b) a violation of labor or employment law or contract committed against CSC personnel by CSC, CSC will indemnify, hold harmless, and defend Customer against that claim at CSC's expense and pay all costs, damages, losses, liabilities, expenses, and attorneys' fees that a court awards, or that are provided for in a settlement approved by CSC. This is CSC's entire obligation to Customer regarding any such claim. 11.4 TORT INDEMNITY BY CUSTOMER. If a third party makes a claim that CSC is responsible for (a) bodily injury (including death) or damage to real property or tangible personal property (not including software or data) solely caused by the premises, negligence, gross negligence, or willful misconduct of Customer or its employee or contractor acting within the scope of employment or engagement or (b) a violation of labor or employment law or contract committed against Customer personnel by Customer, Customer will indemnify, hold harmless, and defend CSC against that claim at Customer's expense and pay all costs, damages, losses, liabilities, expenses, and attorneys' fees that a court awards, or that are provided for in a settlement approved by Customer. This is Customer's entire obligation to CSC regarding any such claim. ~~Computer Sciences Corporation Page 37 of 99 LLH-V2 Confidential and Proprietary Information~~

11.5 INDEMNIFICATION PROCEDURES. A party required to provide indemnification as set out above (the "Indemnifying Party") will have no liability under this section unless the party entitled to indemnification (the "Indemnified Party") promptly notifies the Indemnifying Party in writing of any claim or allegation that is subject to indemnification, and allows the Indemnifying Party to control, and cooperates with the Indemnifying Party in, the defense and settlement of the claim. The Indemnified Party may, at its own cost and expense, monitor, through its attorneys or otherwise, such defense and settlement of such claim. No settlement of a claim shall require the payment of money by an Indemnified Party without the consent of the Indemnified Party. 11.6 DISCLAIMER OF OTHER INDEMNITIES. THESE INDEMNITIES ARE IN LIEU OF ALL OTHER INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY INDEMNITIES ARISING BY LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF THE TRADE. 12. DAMAGES 12.1 EXCLUSIONS OF LIABILITY. Under no circumstances will either party be liable for: (a) third-party claims against the other party for loss or damages, except as provided in Article 11 of this Agreement; (b) loss or damage to the other party's records or data, except to the extent caused by such party's breach of an obligation in an Exhibit or Work Assignment to provide backup or disaster recovery services; (c) consequential damages (including lost opportunity, profits, use, or savings) or incidental damages, even when advised of their possibility, or punitive damages; or (d) breaches of this Agreement, an Exhibit or Work Assignment that the breaching party has corrected within a reasonable period of time. 12.2 LIMITATION OF LIABILITY. In the case of any claim by CSC against Customer related to this Agreement or any transaction under this Agreement, regardless of the basis of the claim, Customer's liability will be limited to actual loss or damage up to the aggregate consideration for the Software Products and services to which Customer's breach relates. In case of any claim by Customer against CSC related to this Agreement or any transaction under this Agreement, regardless of the basis of the claim, CSC's liability will be limited to the actual loss or damage caused by defects in: (a) a Software Product as delivered to Customer or the services for initial installation and implementation of the Software Product, up to the greater of $100,000 or the aggregate amount of the license fees payable by Customer to CSC for the Software Product and ~~Computer Sciences Corporation Page 38 of 99 LLH-V2 Confidential and Proprietary Information~~

services for its initial installation and implementation (excluding reimbursable expenses) under this Agreement; (b) an ongoing service (such as utilization, maintenance, enhancement, support, lease, processing, or administrative services), up to the greater of $100,000 or the aggregate amount paid by Customer to CSC for twelve months of the services immediately proceeding the occurrence of the claim (excluding reimbursable expenses) or, if the defect giving rise to such liability occurs in the first twelve months of an ongoing service, then the aggregate amount payable by Customer to CSC for the first twelve months of the service arrangement giving rise to the liability; and (c) any other services provided pursuant to a Work Assignment or group of Work Assignments related to a single project, up to the greater of $100,000 or the aggregate amount payable by Customer to CSC for the services (excluding reimbursable expenses) under the Work Assignment or group of Work Assignments. For greater clarity, pursuant to Section 3.3, CSC is not liable for any modification or enhancement of any Software Product, or the compatibility of any software or service with such modification or enhancement performed by or on behalf of Customer. However, if any Software Product has been modified or enhanced pursuant to Section 3.3 and Customer sustains actual loss or damage caused by a defect in the Software Product that would have occurred if no modification or enhancement had been made to the Software Product, then the provisions of Section 12.2(a) shall control CSC's liability to Customer, if any. 12.3 EXCEPTIONS. The limitations of liability set out in Sections 12.1 and 12.2 shall not apply to a) payments described in Section 11 of this Agreement; b) damage to real property and tangible personal property (not including software or data) caused by the negligence, gross negligence, or willful misconduct of the party or its employees or contractors; or c) breaches of a party's obligations related to confidentiality, assignment, use, or ownership of hardware or software licensed or provided under this Agreement, including, for greater clarity, either party's indemnity obligations under this Agreement. 12.4 ENFORCEMENT. THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL BE ENFORCED, EVEN IF ANY EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 13. CONFIDENTIALITY 13.1 CUSTOMER'S CONFIDENTIALITY OBLIGATIONS. CSC Confidential Information: Customer understands that the Software Products (including the program code, documentation, specifications, logic and design of the Software products) are ~~Computer Sciences Corporation Page 39 of 99 LLH-V2 Confidential and Proprietary Information~~

confidential trade secrets of CSC, developed at great expense. Customer agrees to treat as confidential and keep secret the Software Products and any modifications, enhancements, or corrections to the Software Products (including the program code, documentation, specifications, logic, and design of the Software Products), and all information about CSC's internal affairs, business plans, and business practices (the "CSC Confidential Information") disclosed to Customer. Customer shall take precautions not less than those employed to protect Customer's own proprietary information to maintain the confidentiality of the CSC Confidential Information and in particular Customer agrees that it: (a) will disclose the Software Product and information about the Software Products only as follows: (i) to employees of Customer who have a legitimate need to know, who have been instructed to keep the Software Products confidential, and who have signed a written agreement obligating them to protect information Customer identifies as confidential; (ii) to Customer's auditors and governmental authorities responsible for examining Customer's affairs who have agreed in writing to keep the Software Products confidential; and (iii) to third parties providing products or services to Customer, but only after CSC, Customer, and the third party have signed a non-disclosure agreement ("NDA") in a form substantially similar to the NDA attached hereto as Appendix 1; provided, however, Customer agrees it shall not disclose any Software Product to any entity that develops computer software that performs the same or similar functional capabilities as the Software Product ("Software Competitor"), and that is listed on Appendix 2 hereto without the prior written consent of CSC. CSC shall have the right to update the Software Competitor list on Appendix 2 from time to time should CSC, in good faith, deem an entity to be a new Software Competitor. Provided, further, that if Customer licenses a replacement software system from a Software Competitor, CSC agrees to disclose the record layouts formats for the Software Product to such Software Competitor that has first executed an NDA to enable Customer to convert the data processed on the Software Product to a format compatible with the replacement software system. All information disclosed to such Software Competitor shall be used only to assist Customer in completing such data conversion and the original and all copies shall be returned to CSC upon conclusion of the data conversion project.; (b) shall safeguard any and all copies of the Software Products and any modifications, enhancements, or corrections to the Software Products, and any related documentation against any unauthorized disclosure; (c) will not allow any copies of the Software Products or related materials to leave its possession and control, and will supervise all access to the Software Products; (d) shall not disassemble the Software Products nor tamper with, bypass or alter its security features; and ~~Computer Sciences Corporation Page 40 of 99 LLH-V2 Confidential and Proprietary Information~~

(e) shall take all necessary steps to ensure that the provisions of this Agreement are not violated by any person under its control or in its service. 13.2 CUSTOMER CONFIDENTIAL INFORMATION. During the term of this Agreement, CSC may acquire, know, or have within its possession, confidential information of Customer, including without limitation, Customer's commercial and trade affairs, rating and underwriting rules and guidelines, the identity of clients, insureds and beneficiaries, claims, benefits, rates and agents, financial information, and business practices ("Customer Confidential Information"). CSC shall keep Customer Confidential Information confidential using standards and procedures generally recognized in the industry as sufficient to protect such Customer Confidential Information and shall only use Customer Confidential Information in performing the "Services" under this Agreement as defined in Exhibits hereto. CSC shall not disclose Customer Confidential Information to any third party without Customer's prior written permission except to CSC's (and its Affiliates') employees and CSC's subcontractors, their successors, agents and employees required to perform the Services as well as Customer's auditors and governmental authorities responsible for examining Customer's affairs. CSC agrees to obligate its employees and subcontractors and their successors and agents receiving disclosure to Customer Confidential Information to confidentiality obligations substantially similar as those set forth in this Section 13.2. 13.3 EXCLUSIONS. The confidentiality obligations herein shall not include information which: (i) is or becomes publicly available in the insurance and data industry through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure and had not been obtained by such party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is furnished by the disclosing party to a third party in the insurance and data processing industry without restrictions on disclosure; or (v) is independently developed by the receiving party. The existence of a copyright notice will not cause, or be construed as causing any part of the Software Product to be a published copyrighted work or to be in the public domain. 13.4 CSC CONFIDENTIAL INFORMATION AND CUSTOMER CONFIDENTIAL INFORMATION ARE COLLECTIVELY REFERRED TO HEREIN AS "CONFIDENTIAL INFORMATION." ~~Computer Sciences Corporation Page 41 of 99 LLH-V2 Confidential and Proprietary Information~~

14. DEFAULTS 14.1 DEFAULT. The occurrence of any one or more of the following events (each a "DEFAULT") shall constitute a material breach of this Agreement, but shall not be considered a Default if such occurrence is remedied prior to the expiry of the relevant notice period (if any) and the relevant cure period (if any) applicable to such event as hereinafter set out: (a) a Party breaches any of its material duties, obligations or covenants contained in this Agreement, any Exhibit or Work Assignment and, to the extent such breach is capable of being remedied, such breach continues unremedied for thirty (30) calendar days following notice thereof from the non-breaching party to the breaching party; (b) a party files a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law, a party consents to any involuntary petition in bankruptcy or if a receiving order is given against such party under any bankruptcy law, or an order, judgment or decree is entered by any court of competent jurisdiction, upon the application of a creditor, receiver, trustee or liquidator of all or a substantial part of a party's assets, and the same has not been discharged or terminated without prejudice to the other party's rights under this Agreement within forty-five (45) calendar days; (c) in the case of CSC: (i) CSC fails to perform the Services in accordance with any of the Service Levels set out in any Exhibit or Work Assignment within any consecutive twelve (12) month period during the Term or any Renewal Term such that, in the reasonable opinion of Customer, the effect of such Service Level failure is detrimental to Customer and materially impacts the operations of Customer, and such failure is not cured within the relevant cure period (if any) specified in the Service Levels; (ii) repeated breaches of non-material provisions of this Agreement by CSC that Customer and CSC, acting jointly, determine have collectively had a material detrimental impact on Customer; (iii) there is a change in the financial condition, business or affairs of CSC that Customer and CSC, acting jointly, determine has a material and adverse effect on the ability of CSC to meet its obligations under this Agreement, any Exhibit or Work Assignment; (iv) there is a change in control of CSC in favour of a competitor of Customer or in favour of an entity with which Customer has previously terminated its relationship or whom Customer reasonably believes is not capable of providing the Services to meet Customer's objectives; and/or (v) CSC ceases to carry on all or substantially all of its business. ~~Computer Sciences Corporation Page 42 of 99 LLH-V2 Confidential and Proprietary Information~~

15. TERM AND TERMINATION 15.1 TERMINATION FOR CAUSE. This Agreement will begin on the effective date stated on the signature page, and will continue as long as any license granted to Customer or any service arrangement between CSC and Customer remains in effect ("Term"). (a) Customer may terminate any Exhibit or Work Assignment on at least sixty (60) days written notice in the event of Default by CSC or as may otherwise be expressly permitted by this Agreement, any Exhibit or Work Assignment. (b) CSC may terminate any Exhibit or Work Assignment on at least sixty (60) days written notice, in the event of Default by Customer or as may otherwise be expressly permitted by this Agreement, any Exhibit or Work Assignment. (c) Any termination by Customer due to CSC's default shall be without any penalty or termination fee whatsoever to Customer. (d) The parties' rights of termination of this Agreement, any Exhibit or Work Assignment are in addition, subject to Section l5.2(c), any other rights or remedies to which the parties may be entitled in law or equity. (e) If Customer defaults in its payment obligations, except for non-payment of amounts properly disputed by Customer under Section 8.2, pursuant to an Exhibit or Work Assignment, CSC can terminate the Exhibit or Work Assignment pursuant to the procedures set forth herein without terminating this entire Agreement. Upon termination of an Exhibit, Customer will return to CSC all Software Product code, Documentation, and materials licensed under such Exhibit and containing CSC Confidential Information (and any copies thereof) in Customer's possession, or delete any copies of same from Customer's computers and data storage devices, and CSC will return all Customer data, files, and Customer Confidential Information to Customer. The provisions of this Agreement identified in Section 29 below, as well as any other provisions of this Agreement that expressly or by implication are intended to continue in force, shall survive termination of this Agreement, including, without limitation, indemnity, damages, confidentiality terms, tax payments, payment terms, and accrued payment obligations. 15.2 TERMINATION ASSISTANCE PERIOD. Upon termination or expiration of an Exhibit, Work Assignment or this Agreement, the rights and obligations of the parties will continue until the Conclusion Date, subject to the provisions of Article 16 and the Transition Plan. 15.3 BENEFIT OF AGREEMENT - REGULATORY CONTROL. CSC shall continue to provide all Services as stipulated in this Agreement, including any Exhibit or Work Assignment, in the event that OSFI or any other regulator in the jurisdiction in which the Services are being received and provided takes control of Customer provided OSFI or such other regulator accepts and abides by all of the obligations hereunder. This Agreement, including ~~Computer Sciences Corporation Page 43 of 99 LLH-V2 Confidential and Proprietary Information~~

the license and software delivery provisions set forth herein, can be assigned to a third party as stipulated by OSFI or such other regulator and such assignment shall not be withheld provided: (i) the party is not a Competitor of CSC; (ii) the third party assumes all of the obligations of Customer pursuant to this Agreement; and (iii) such third party is, in CSC's reasonable opinion, competent to meet all of its obligations hereunder. In the event this Section conflicts with applicable law at the time OSFI or such other regulator takes control of Customer or assigns this Agreement to a third party, this Section will be modified to the extent necessary to comply with applicable law. 15.4 TERMINATION FOR CONVENIENCE. Unless otherwise mutually agreed and stipulated in an Exhibit or Work Assignment, Customer shall have the unrestricted right, at any time during the Term, and in its sole discretion to terminate any Exhibit or Work Assignment entered into between the Parties hereunder for its convenience, and without cause, by providing CSC with at least one hundred and eighty (180) days prior written notice stating Customer's exercise of its right to terminate such Exhibit or Work Assignment for its convenience and the effective date of such termination. Any Termination for Convenience Fees payable for termination pursuant to this Section 15.4 shall be set out in each Exhibit or Work Assignment. 15.5 OTHER TERMINATION BY CUSTOMER. Customer may terminate this Agreement, any Exhibit or Work Assignment in whole or in part, without prior notice to CSC, in the event that: (a) Customer is required to do so by OSFI or any other regulator of Customer or any of its Affiliates having jurisdiction; or (b) CSC has failed to comply with any requirements stipulated by an applicable regulatory authority within a stipulated time period falling within the scope of the Services, to Customer's and such regulatory authority's requirements. Any termination by Customer in such circumstances where CSC has failed to comply with any requirements stipulated by an applicable regulatory authority shall not require payment by Customer to CSC of any costs, penalties, liabilities or termination fees set forth in an Exhibit or Work Assignment to this Agreement. 15.6 NOTICE OF TERMINATION. Any termination hereof shall be by written notice of the terminating Party to the other Party ("TERMINATION NOTICE"). Such Termination Notice shall set out: (a) whether the termination is for convenience pursuant to Section 15.4; or (b) whether the termination is for cause, and if so, shall state the Default or other event pursuant to which termination may occur describing in reasonable detail, accuracy and completeness the specific nature and dates of the Default or other event. 15.7 DISPUTE ESCALATION. No party shall be permitted to terminate this Agreement, any Exhibit, Work Assignment for cause unless and until any Dispute relating to the cause for termination has been escalated to the senior executive representatives of the parties in accordance with Article 17 hereof and such representatives have failed to resolve the Dispute. ~~Computer Sciences Corporation Page 44 of 99 LLH-V2 Confidential and Proprietary Information~~

16. TERMINATION ASSISTANCE 16.1 TERMINATION ASSISTANCE PERIOD. Upon the expiration or termination of this Agreement, any Exhibit or Work Assignment for any reason, CSC will co-operate fully with and assist Customer and such other persons as Customer may designate so as to ensure the orderly resumption of the provision of Services to Customer and/or the transfer of the provision of some or all of the Services to one or more third party service providers ("SUCCESSOR"), without any material interruption in the provision of the Services. The parties shall use reasonable commercial efforts to allow Customer to accomplish the transfer or resumption of the Services as soon as reasonably practicable after the Termination Date, provided that the Termination Assistance Period shall end no more than one (1) year after the Termination Date (the "TERMINATION ASSISTANCE PERIOD"). 16.2 INFORMATION AND DOCUMENTATION. Within twenty (20) Business Days of receipt of notice of termination pursuant to Section 15.6, CSC shall, subject to the provisions of Section 13.1(a)(iii), provide to Customer or a third party service provider designated by Customer, with reasonable access, electronic or otherwise, to business documentation and rules, data, system output, system interface, technical documentation descriptions of all Services Systems, technical information and technical descriptive documentation, and documentation of current configurations to the extent required to permit Customer or a third party service provider to assume control of the provision of Services and, a current listing and copies of all documented operational processes and procedures relating to the provision of the Services as are maintained by CSC. In addition to the foregoing, CSC shall promptly answer all reasonable inquiries of Customer concerning the Services or the Services Systems, and provide such additional information and documentation as Customer may reasonably request in connection therewith. Notwithstanding any provision of this Agreement, the information and documentation provided pursuant to this Article may only be used in connection with the assumption of control and continued provision of the Services by Customer or a third party service provider. Customer may, subject to compliance with the provisions of Section 9.1(a)(iii), where applicable, disclose such information and documentation to agents or contractors of Customer or its Affiliates, including a third party service provider, for use solely for the benefit of Customer and its Affiliates under agreements in writing which require such persons to maintain all such information and documents in confidence and use same solely for the purpose of providing the Services to Customer and its Affiliates. 16.3 TRANSITION PLAN. As soon as is practically possible after a Termination Notice, and in any event not later than thirty (30) days after a Termination Notice, CSC shall, in consultation with Customer and such other persons as Customer may direct, commence in good faith and with all reasonable diligence to develop, as part of the Termination Assistance Services, a transition plan (the "TRANSITION PLAN") to facilitate the achievement of the objectives set out in Section 16.1. Such plan shall set out in reasonable detail the specific tasks to be accomplished by each party and a schedule pursuant to which the tasks are to be completed and shall, at a minimum, provide for: ~~Computer Sciences Corporation Page 45 of 99 LLH-V2 Confidential and Proprietary Information~~

(a) modifications to the Fees to take into account the planned reduction in Services and any increased or decreased costs associated with providing reduced Services over time; and (b) the anticipated Conclusion Date. The parties agree to provide to each other reasonably sufficient information to create the Transition Plan. The parties agree that they shall revise and update the Transition Plan: (a) during the Termination Assistance Period; and (b) in the event that any Change implemented hereunder has, in the opinion of Customer acting reasonably, an impact on the Transition Plan. 16.4 CONTINUED PROVISION OF THE SERVICES. CSC shall continue to perform the Services, and Customer will transition off the Services during such period or periods of time as specified in the Transition Plan, but, in any event, not later than the end of the Termination Assistance Period, on substantially the same terms and conditions as are applicable immediately prior to the termination or transfer of this Agreement, any Exhibit or Work Assignment. The times at which the Services (or portions thereof) are to be ceased to be provided by CSC shall be specified in the Transition Plan. 16.5 SYSTEMS. CSC and Customer shall reasonably agree on the disposition of any Systems acquired by CSC for use in providing Services solely to Customer. In the event Customer had funded the acquisition of any such Systems, Customer shall have the option either to take title to and delivery of such Systems, or an assignment or sublicense of any applicable Software Product, in accordance with the Transition Plan or to set off against any payment required by this Agreement, any Exhibit or Work Assignment to be made to CSC in an amount equal to the book value calculated in accordance with GAAP or license fees of such System. All Systems owned by or licensed to Customer which are in the possession of CSC shall be returned to Customer in accordance with the Transition Plan. 16.6 TRAINING AND CONSULTING. At the request of Customer from time to time, as part of the Termination Assistance Services (and at time and material charges in effect between the parties at such time), CSC shall provide training related to the Systems to be transferred to Customer or its designee hereunder and such other Systems agreed to be transferred, to Customer or such other persons as Customer may designate, and otherwise make knowledgeable persons reasonably available to respond to questions of Customer or its designee, so as to permit the orderly and efficient continuation of the Services by Customer or by such other person or persons as Customer may direct. 16.7 PAYMENT TO CSC FOR TERMINATION ASSISTANCE SERVICES. In the event of the termination of this Agreement, an Exhibit or Work Assignment by Customer for convenience pursuant to Section 15.4 or upon the expiration of this Agreement, an Exhibit or ~~Computer Sciences Corporation Page 46 of 99 LLH-V2 Confidential and Proprietary Information~~

Work Assignment, CSC shall be paid the following for providing the Termination Assistance Services: (a) relative to CSC's Vantage One Suite of Software Products, payment of Fees set out in Schedule A for the continuation of the Services pursuant to Section 16.4 or at rates otherwise agreed upon by the parties in any such Exhibit or Work Assignment; (b) payment for out-of-pocket expenses incurred in the provision of media, copies of reports, documentation and the like required to be produced solely pursuant to this Article 16; (c) payment for the performance of the Termination Assistance Services, to the extent such services are not provided using resources funded through payment of the Fees set out in Schedule A, at CSC's time and materials rates in effect as of the date of expiration, or at such rates or fixed fee or fees as the parties may otherwise agree upon and set out in the Transition Plan; and (d) payment for any other material expenses, costs and fees that have been pre-authorized by Customer. 16.8 MITIGATION OF COSTS. The parties shall use their commercially reasonable efforts to mitigate all costs in connection with the termination of this Agreement, any Exhibit or Work Assignment and the performance of the obligations under this Article 16, including costs in connection with preparation and implementation of the Transition Plan and the transfer or disposition of assets contemplated thereunder. 17. DISPUTE RESOLUTION 17.1 GOOD FAITH. The Parties shall, in good faith, use their reasonable efforts to co-operate and work together to preserve the intentions and mutual benefits contemplated by this Agreement, any Exhibit or Work Assignment and to ensure the effective and efficient performance of their respective terms and conditions. 17.2 DISPUTE RESOLUTION PROCEDURES. Any dispute, controversy or claim between CSC and Customer relating to this Agreement, any Exhibit or Work Assignment or the matters contemplated hereunder (a "DISPUTE") shall be resolved in accordance with the Dispute Resolution Procedures set out in Schedule H. 17.3 CONTINUATION OF SERVICES. CSC acknowledges that the provision of the Services (including during any post-termination period) under this Agreement, any Exhibit or Work Assignment is critical to the business and operations of Customer. Accordingly, in the event of any Dispute hereunder, CSC covenants that it shall continue to provide the Services in accordance with the terms hereof, and Customer ~~Computer Sciences Corporation Page 47 of 99 LLH-V2 Confidential and Proprietary Information~~

agrees that it shall continue to pay all Fees in accordance with the provisions under this Agreement, An Exhibit or Work Assignment pending determination of the Dispute. 18. FORCE MAJEURE (a) No party shall be liable for a failure or delay in the performance of its obligations pursuant to this Agreement, an Exhibit or Work Assignment including a failure or delay of CSC in respect of the provision of the Services, provided that such failure or delay: (i) could not have been prevented by reasonable precautions; (ii) cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work around plans or other means; and (iii) such failure or delay is caused, directly or indirectly, by Fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions in the jurisdiction where the Services are being received and provided, or any other causes beyond the reasonable control of such party, (each, a "FORCE MAJEURE EVENT"). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of those of its obligations pursuant to this Agreement affected by the Force Majeure Event only for so long as: (iv) such Force Majeure Event continues and for so long after as the affected party may reasonably require to alleviate the effect of the Force Majeure Event; and (v) such party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. (b) The party delayed by a Force Majeure Event shall: (i) immediately notify the other Party by telephone (to be confirmed in writing within five (5) days of the inception of such delay) of the occurrence of a Force Majeure Event, and (ii) describe in reasonable detail the circumstances causing the Force Majeure Event. (c) If a Force Majeure Event affects CSC's provision of the Services to an extent that, in Customer's determination, acting reasonably and in good faith, materially and detrimentally affects Customer's business for more than two (2) consecutive days or more than two (2) days in any ten (10) day period, then Customer may either: (i) procure such Services from an alternate provider or provide such Services internally until CSC is able to provide the Services; or (ii) terminate this Agreement by providing CSC with a written notice of termination. (d) If CSC fails to provide the Services in accordance with an Exhibit, Work Assignment or this Agreement due to a Force Majeure Event, the Fees will be adjusted in a manner such that Customer is not responsible for the payment to CSC of any Fees for Services that CSC fails to provide. Where Services are partially performed or provided, the Fees ~~Computer Sciences Corporation Page 48 of 99 LLH-V2 Confidential and Proprietary Information~~

for the period of the Force Majeure Event will be adjusted on an equitable basis taking into account, among other things, the length and level of the Service degradation. 19. TAXES INTENTIONALLY DELETED. 20. ASSIGNMENT Neither party may transfer, whether by assignment, sublicense, merger, consolidation, operation of law, or otherwise, any rights or obligations under this Agreement without the other party's prior written consent, which shall not be unreasonably withheld. The consent to any particular assignment shall not constitute consent to further assignment. This Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any transaction in contravention of this Section shall be null and void. 21. GOVERNING LAW AND LANGUAGE This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without respect to principles regarding conflicts of law, and shall benefit and be binding upon the parties hereto and their respective successors and assigns. The parties hereto hereby irrevocably submit to the jurisdiction of any United States district court in the State of Delaware or any court in the State of Delaware, and any appellate court from any thereof, in any action, suit or proceeding brought against them in connection with this Agreement, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such State court or, to the extent permitted by law, in such federal court. the parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the related documents or the subject matter thereof may not be litigated in or by such courts. Recipient hereby attorns and submits to the jurisdiction of the courts of the State of Delaware. Because the parties agree that this contract is not a contract for the sale of goods, this Agreement shall not be governed by any codification of Article 2,2A, or 2B of the Uniform Commercial Code, the Uniform Information Transactions Act (as amended or adopted from time to time), or any reference to the United Nations Convention on Contracts for the International Sale of Goods. Customer agrees that the Software Products are protected under the copyright laws of the United States and of the Berne Convention. All communications between the parties, and all Documentation and other materials, will be in English. Unless otherwise stated in an Exhibit or Work Assignment executed hereunder, all monetary amounts are in U.S. dollars and it is the responsibility of Customer to timely obtain U.S. dollar funds, freely payable to CSC, to meet the obligations Customer has assumed hereunder. 22. NON-HIRE During the term of this Agreement and for one year after its termination, neither party shall hire or enter into a contract for the services of an employee, independent contractor, or former employee or ~~Computer Sciences Corporation Page 49 of 99 LLH-V2 Confidential and Proprietary Information~~

independent contractor of the other party without first obtaining the other party's written consent, except for former employees or independent contractors whose employment or engagement has been terminated for over six (6) months. 23. ENTIRE AGREEMENT This Agreement, including any Exhibits, Work Assignments, and written amendments expressly made a part of this Agreement, states the entire understanding between CSC and Customer concerning the subject matter of this Agreement, and supersedes all prior oral and written communications. No amendment to this Agreement shall be effective unless it is in writing and signed by both parties. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof. No waiver of any breach of any provision of this Agreement shall be effective unless made in writing. 24. INDEPENDENT CONTRACTOR All employees of CSC performing services hereunder for Customer shall be under the exclusive direction and control of CSC and shall not be considered employees or agents of Customer. CSC shall be an independent contractor as to Customer and shall have authority to control and direct the performance of all services. 25. COUNTERPARTS The signatures of the parties need not appear on the same copy of this Agreement, so long as each party signs at least one copy of this Agreement and the copies contain the same terms. The parties agree that an Exhibit, Work Assignment or this Agreement may be executed by facsimile transmission and that the reproduction of signatures by facsimile or similar device shall be treated as binding as if originals and each party agrees and undertakes to provide the other party with a copy of the Agreement bearing original signatures forthwith upon demand by the other party. 26. NOTICES Any notice, request, instruction or other communication at any time hereunder required or permitted to be given or furnished by either party hereto to the other shall be deemed sufficiently given or furnished if in writing and actually delivered to the party to be notified at the address stated in this Agreement. Either party may change its address for notice by written notice to the other party. 27. CONSTRUCTION The headings used herein are inserted only as a matter of convenience and for reference and shall not affect the construction or interpretation of this Agreement. Where context so indicates, a word in the singular form shall include the plural, a word in the masculine form the feminine, and vice-versa. The word "including" and similar constructions (such as "for example", "such as", and "e.g.") shall mean "including, without limitation," throughout this Agreement. The parties agree that the terms and conditions of this Agreement are the result of negotiations between the parties and that this Agreement shall not be construed in favor of or against any party by reason of the ~~Computer Sciences Corporation Page 50 of 99 LLH-V2 Confidential and Proprietary Information~~

extent to which the party or its professional advisors participated in the preparation of this Agreement. 28. SEVERABILITY If any provision of this Agreement is held to be unenforceable, all other provisions will nevertheless continue in full force and effect. 29. EXPORT CONTROLS Customer shall promptly cooperate with CSC as reasonably necessary to comply with the laws and administrative regulations of the United States relating to the control of exports of commodities and technical data. Customer shall not export or re-export directly or indirectly (including via remote access) any part of the Software Products (including any CSC Confidential Information) to any country for which a validated license is required for such export or re-export (or the export or re-export is prohibited or otherwise restricted) under the United States export laws. Customer shall further, at all times, maintain itself in compliance with any applicable requirements of U.S. export control laws, including all restrictions imposed on end users of the Software Products. Customer shall be responsible for obtaining all permits or registrations required by any governmental body or regulatory agency for the import and use of the Software Products into any other country in which Customer is permitted to use the Software Products, for Customer to make payments under this Agreement, for this Agreement to be enforceable in any country in which this Agreement must be registered, for CSC to perform services under this Agreement, or for Customer personnel to attend training provided by CSC. If a translation of this Agreement is required, Customer will provide the translation at no cost to CSC. 30. THIRD PARTY BENEFICIARIES Each party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than Customer and CSC. 31. COVENANT OF FURTHER ASSURANCES Customer and CSC covenant and agree that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each of Customer and CSC shall execute and deliver any further legal instruments and perform any acts which are or may become necessary to effectuate the purposes of this Agreement. 32. AUDITS OF RECORDS AND DATA RELATIVE TO EXHIBITS FOR OUTSOURCING SERVICES 32.1 CSC AUDIT OBLIGATIONS. (a) CSC is required to maintain a competent and independent audit function to assess internal controls over its environment and compliance with all CSC's internal security and information technology policies, plans and procedures that relate to the Services and CSC's performance of this Agreement. Audit reports and the audit function will be separately conducted for each jurisdiction or Statement of Work unless specified otherwise in a Statement of Work. ~~Computer Sciences Corporation Page 51 of 99 LLH-V2 Confidential and Proprietary Information~~

(b) CSC will provide Customer with a summary of any control issues, and associated corrective action plans, identified through any internal controls and security audits performed by CSC's internal audit staff or a third party regarding the Services, the Service Levels or Fees. 32.2 CUSTOMER ACCESS RIGHTS. CSC must give Customer and its Personnel (including internal and external auditors and advisers) reasonable access at all reasonable times and on reasonable notice to: (i) Customer Data and Customer Confidential Information in the possession or control of CSC; (ii) any Data Centre at which or from which CSC or its Subcontractors supplies the Services; (iii) CSC Personnel for the purposes of obtaining information in relation to this Agreement; and (iv) CSC's Services Systems, data, accounts, documents and records relating to the Services, if Customer has a license under an Exhibit hereto for the same, in order to enable Customer to audit CSC's compliance with this Agreement and to enable Customer to meet applicable contractual, regulatory and internal management requirements. For greater certainty, at no time will CSC be expected to provide access to any confidential information of other CSC customers that may be located at the same Data Centre(s). 32.3 RIGHT TO AUDIT. CSC agrees to assist Customer in meeting Customer's audit and regulatory requirements. Customer and their respective internal and external professional advisors and regulators, will have the right from time to time to conduct audits of CSC and any Subcontractor or service provider thereof that provides services relating to the Services. Without limiting the generality of the foregoing, such audits may include: (i) audits of the CSC Services System used, and practices and procedures followed in providing the Services, including disaster recovery and backup procedures; (ii) audits of the use of any hardware, software, equipment and materials licensed or leased by a third party to Customer or CSC and used to provide the Services; (iii) audits of the integrity of the Customer Data and Customer Confidential Information; (iv) any process or action that impacts on the integrity of the Customer Data and Customer Confidential Information; (v) audits of general controls, practices and procedures in respect of compliance with security, privacy and quality management systems used in respect of the Services; (vi) penetration testing on the CSC Services System as required to demonstrate compliance with regulatory and security requirements; ~~Computer Sciences Corporation Page 52 of 99 LLH-V2 Confidential and Proprietary Information~~

(vii) audits of Service Levels and performance standards data, supporting information and calculations; (viii) audits of amounts charged to Customer, including Fees, Termination for Convenience Fees, Pass through Expenses, Taxes and calculations and their methodologies related thereto; (ix) audits of CSC's performance of any or all of the Services; (x) audits of the efficiency and effectiveness of the CSC Services Systems; (xi) audits of compliance with Applicable Laws and other requirements set forth in this Agreement, including without limitation, health, safety, privacy and environmental laws and requirements; and (xii) audits of compliance with this Agreement, including without limitation, all confidentiality and privacy obligations. 32.4 CSC ASSISTANCE. For the purpose of complying with this clause, CSC must give Customer and its Personnel any assistance they reasonably require. Customer and its Personnel will comply with CSC's reasonable security requirements. 32.5 SUBCONTRACTORS. CSC must ensure that each of its Subcontractors gives Customer and its Personnel the same rights and agrees to fulfil the same obligations to Customer as set out in this clause. 32.6 CSC AUDITING. (a) On an annual basis, CSC must commission, and Customer agrees to participate in the costs commensurate with the other receiving customers, an independent and comprehensive audit of CSC's operations, controls and procedures used in the performance of the Services by a suitably qualified, independent auditor approved by Customer. (b) The audit must be conducted in accordance with SAS70 with a Type 2 SAS 70 report. Customer has the right to review and approve or amend, as necessary, any audit plan and the CSC must ensure Customer receives a copy of the report. CSC must ensure that working papers relating to any such audit will be made available to Customer and/or its regulators for review upon request. (c) CSC must provide to Customer: (i) a complete copy of the audit report within 20 Business Days of the conclusion of each annual audit; and (ii) a detailed plan and schedule of the steps to be undertaken by CSC to rectify any problems and/or implement any recommendations specified in the report. ~~Computer Sciences Corporation Page 53 of 99 LLH-V2 Confidential and Proprietary Information~~

(d) CSC must promptly take corrective action to rectify any problems identified in CSC's annual audit report, which could reasonably be expected to have an adverse effect on CSC's ability to perform the Services in accordance with this Agreement. (e) The cost of the audits shall be shared commensurately by Customer with all other customers receiving the benefit of such audits, and all action taken by CSC to remedy the problems identified by the audit is to be borne by CSC. 32.7 COOPERATION IN AUDIT. (a) CSC will ensure that its internal and external auditors co-operate and consult with the auditors performing audits by or on behalf of Customer and their respective advisors and regulators. (b) The parties agree that they will work together to ensure there is minimal disruption to the Services or CSC's business as a result of compliance with this Article 32. (c) All audits reports or summary of control issues provided under Section 32.1(b) shall be provided in English and a second language if specified in an Exhibit or Work Assignment. To the extent Customer requests an audit report in a language other than English, for a particular jurisdiction, CSC agrees to provide such report at additional costs to Customer. 32.8 COSTS. Customer will bear the costs of appointing an internal or external auditor to conduct any audits in accordance with this Section. 32.9 RESPONSE TO AUDIT RESULTS. (a) The parties shall develop and follow procedures for the sharing of audit and regulatory findings and reports related to the provision or receipt of the Services. CSC agrees to respond in writing to any observations made by any audit, including any audit undertaken by Customer, and their respective professional advisors and regulators, or CSC's internal or external auditors, and to complete and communicate in writing to Customer and the appointed auditor (if applicable) a plan for resolution of the matter(s) identified to be completed, at CSC's cost, within the period of time as requested by Customer or the auditor as applicable. (b) Subject to the approval of Customer, CSC shall at its own cost and expense diligently rectify all shortcomings identified in the course of an audit provided such rectification is restricted to activities within the scope of the Services. To the extent that the required rectification related to activities and responsibilities not assumed by CSC as part of the Services, such rectification shall be subject to the Change Request Process. 32.10 RECORD RETENTION. In respect of each record, document or invoice, CSC shall, until the later of the expiration or termination of an Exhibit or Work Assignment and a period of 7 years or such period required by Applicable Laws from the end of the applicable tax year in which such record, document or invoice is generated: ~~Computer Sciences Corporation Page 54 of 99 LLH-V2 Confidential and Proprietary Information~~

(a) maintain complete and accurate records of, and supporting documentation for, invoices submitted to Customer and all payments made by Customer, in accordance with generally accepted accounting principles applied on a consistent basis; (b) maintain complete and accurate records of all: (i) Service Levels and performance reports and measurements; (ii) employee records; (iii) records showing the extent of shared use of any CSC Services System; (iv) dispositions, upgrades and modifications to the CSC Services Systems; and (v) relevant financial records (except records disclosing costs of providing Services other than costs to be reimbursed by Customer); and (c) provide Customer, and their respective auditors and regulators, with documentation and other information as may be reasonably requested to verify the accuracy and compliance with the provisions of this Agreement. 33. DATA AND PRIVACY 33.1 OWNERSHIP OF DATA. The Customer Data is and shall remain the sole and exclusive property of Customer and/or its Affiliates, as applicable. CSC acknowledges that the Customer Data is the sole and exclusive property, and the Confidential Information of, Customer. Customer hereby grants to CSC, during the Term, a royalty-free, non-transferable and non-exclusive licence to use the Customer Data solely as permitted by an Exhibit, Work Assignment or this Agreement and for the purposes of, and only to the extent necessary for, the provision of the Services to Customer. 33.2 USE OF DATA. CSC shall use the Customer Data solely for the purpose of providing the Services and no other purpose, including its own internal business purposes that are unrelated to the provision of the Services to Customer. CSC covenants that it shall not, except as expressly permitted hereunder, disclose or otherwise permit any third party to use, read or otherwise gain access to the Customer Data. 33.3 DATA PROTECTION. Subject to CSC's specific obligations set forth in Schedule B, CSC shall ensure that all Customer Data, where applicable, is maintained, accessed and transmitted in a secure environment. CSC and Customer are each responsible for, fully complying with any and all obligations applying respectively to them under applicable laws that are applicable to data protection and personal information protection laws ("PRIVACY LAWS") governing Customer Data, for advising each other of any changes in such Privacy Laws and recommendations for continued compliance. For greater certainty, CSC agrees that it shall provide Customer with all reasonable assistance requested by and do all things reasonably requested by Customer in the performance of the ~~Computer Sciences Corporation Page 55 of 99 LLH-V2 Confidential and Proprietary Information~~

Services to assist Customer to comply with Privacy Laws. 33.4 TRANSBORDER DATA FLOWS. In the event that CSC is provided with custody of Customer Data for the purposes of providing Services under an Exhibit, Work Assignment or this Agreement, CSC agrees that all Customer Data shall remain at designated CSC Sites and CSC may not transfer any Customer Data, including to its Affiliates and/or any permitted subcontractors, outside the designated CSC Sites without prior written notice to Customer or where applicable, compliance with Applicable Laws. As between CSC and Customer, Customer shall not, in any manner or to any extent whatsoever, be liable or responsible for any use or transmission of Customer's Data outside any jurisdiction in which Services are provided without the prior written consent of Customer. 33.5 DATA RETRIEVAL AND RETURN. Where CSC does, for any reason, have custody of Customer Data, Customer shall be permitted access to Customer Data at all times, which access shall not be unavailable or restricted except where such limitations on access are required by previously documented security requirements or by a period of repair or maintenance provided for in the Customer Agreement. CSC shall at the request of Customer at any time or on termination or expiration of the Agreement, including any Exhibit or Work Assignment, as the case may be, promptly return to Customer, in the format or formats and on the media mutually agreed upon by Customer and CSC, all Customer Data in the custody of CSC or such portion of it as has been requested by Customer. If and to the extent CSC's return of such Customer Data would prevent CSC form performing any Services hereunder, CSC's obligation to provide the Services so affected shall be temporarily suspended until such time as Customer restores access to such Customer Data to CSC or makes other accommodating arrangements. 33.6 INTENTIONALLY DELETED. 34. BUSINESS RECOVERY PLAN RELATIVE TO EXHIBITS FOR OUTSOURCING SERVICES A business recovery plan specific to Customer has been developed, implemented and previously reviewed and approved by Customer (the "Business Recovery Plan"). The Business Recovery Plan will be maintained by CSC during the term of all Exhibits subject to OSFI. The cost of this Business Recovery Plan is included within terms of the relevant Exhibit(s). CSC will follow the Business Recovery Plan in conjunction with any recovery plan processes of CSC outlined within its existing procedures. If in the reasonable opinion of Customer or its regulators or auditors, any such Business Recovery Plan is insufficient to minimize the uninterruption of the provision of service, CSC shall make and implement such amendments to such plan as are agreed to by both parties in writing and all additional costs shall be borne by Customer, unless otherwise agreed to in writing executed by authorized representatives of both parties. CSC shall establish and implement the Business Recovery Plan as required to minimize the uninterruption of the provision of service to Customer and to prevent the loss of Customer Confidential Information. CSC agrees that Business Recovery Plan will be reviewed and tested at least annually and that Customer shall be provided with the opportunity to participate in such testing and to review documented results of such testing." ~~Computer Sciences Corporation Page 56 of 99 LLH-V2 Confidential and Proprietary Information~~

35. OUTSOURCING CSC acknowledges that Customer currently outsource, and may continue to outsource, its information technology systems and infrastructure to third party service providers. Nothing in this Agreement is intended to limit or otherwise affect Customer's outsourcing arrangements or right to outsource its information technology systems and infrastructure. For greater clarity, Customer shall have the right, subject to compliance with the provisions of Article 13.1(a)(iii) herein, to outsource the hosting of Software Products licensed to Customer under an Exhibit or this Agreement and to have such third party outsourcer provide the Services that are currently being provided by CSC. 36. SURVIVAL Those provisions of this Agreement that by their terms survive, or by their nature are intended to survive the termination of this Agreement will survive any termination hereof and remain in full force and effect. (The remainder of this page is intentionally left blank.) ~~Computer Sciences Corporation Page 57 of 99 LLH-V2 Confidential and Proprietary Information~~

APPENDIX 1 TO THE CSC CUSTOMER AGREEMENT BY AND BETWEEN COMPUTER SCIENCES CORPORATION AND THE MANUFACTURERS LIFE INSURANCE COMPANY NON-DISCLOSURE AND NON-USE AGREEMENT FOR CONSULTANT TO CUSTOMER COMPUTER SCIENCES CORPORATION ("CSC"), _____ ("Customer"), and _____ ("Consultant"), hereby enter into this Non-Disclosure and Non-Use Agreement ("Agreement"), which shall be effective, after signature by Customer and Consultant, upon execution by CSC (the "Effective Date"): 1. RECITALS Customer is a licensee or prospective licensee of all or part of the following computer software products: _______ (collectively, the "Software Products"). Consultant acknowledges that the Software Products (including the program code, specifications, logic, design, ideas, techniques, know-how and procedures contained or revealed in any of the foregoing), all related documentation, any information about the Software Products (tangible or intangible, machine or human readable), and the terms of this Agreement (collectively the "Confidential Information") are confidential and proprietary trade secrets of CSC or its licensors. Consultant wishes to have access to Confidential Information and use the Software Products in order to perform the following services for Customer (the "Services"). [GENERALLY DESCRIBE THE SERVICES TO BE PERFORMED. HERE ARE SOME EXAMPLES OF SERVICES DESCRIPTIONS: Consultant will create and test a modified version of the Software Products in order to cause them to [DESCRIBE THE MODIFICATION'S FUNCTIONALITY]. Consultant will provide general consulting and modification services to the Software Products, which may include interfacing with other software. Consultant will create interfaces between Customer's licensed copy of the Software Products and the software known as [NAME OF SOFTWARE ON THE OTHER END OF THE INTERFACE]. For this purpose, Consultant's access shall be limited to the [CHOOSE ONE OR MORE: "application programming interfaces described in the documentation for", "copybooks that are part of, OR "extract files produced by"] the Software Products. ~~Computer Sciences Corporation Page 58 of 99 LLH-V2 Confidential and Proprietary Information~~

Consultant will convert Customer's data between the Software Products and the software known as [NAME OF SOFTWARE ON THE OTHER END OF THE CONVERSION] For this purpose, Consultant's access shall be limited to the [CHOOSE ONE OR MORE: "application programming interfaces described in the documentation for" "copybooks that are part of" OR "extract files produced by"] the Software Products. Consultant will evaluate the Software Products for Customer's internal use. For this purpose, Consultant's access shall be limited to examining any materials provided by CSC for the purpose of such evaluation and the Software Products' documentation, reports, and screens.] 2. LICENSE (MODIFICATION PERMITTED) CSC grants Consultant a non-exclusive, non-transferable, personal term license to use copy, modify, access, and record the Software Products and the Confidential Information, but only at Customer's premises, only to the extent that such are disclosed by Customer or CSC to Consultant, and only as reasonably necessary to provide the Services to Customer. Consultant's permitted use of the Software Products and the Confidential Information is "AS IS" and without warranty of any kind. 3. LICENSE (MODIFICATION NOT PERMITTED) CSC grants Consultant a non-exclusive, non-transferable, personal, term license to use, copy, access, and record the Software Products and the Confidential Information, but only at Customer's premises, only to the extent that such are disclosed by Customer or CSC to Consultant, and only as reasonably necessary to provide the Services to Customer. Consultant's permitted use of the Software Products and the Confidential Information is "AS IS" and without warranty of any kind. Consultant shall not perform any modification to the Software Products. 4. PERMITTED DISCLOSURES CSC consents to the disclosure by Customer to Consultant of such Confidential Information as is reasonably necessary for Consultant to perform the Services. Consultant may disclose the Confidential Information to its own employees and to employees of Customer as reasonably necessary in performing the Services for Customer. Consultant and its employees shall not otherwise disclose, whether written or oral or permit access to any Confidential Information to anyone other than such employees of Consultant and Customer. 5. CONFIDENTIAL RELATIONSHIP Any disclosures of Confidential Information to Consultant shall be made and received in the strictest confidence. Before disclosing any Confidential Information to its employees, Consultant shall instruct its employees to comply with the terms of this Agreement. Consultant and Customer shall take all appropriate action, whether by supervision, instruction, agreement or otherwise, to ensure the protection, confidentiality and security of any Confidential Information in Consultant's possession. 6. NON-HIRE Consultant acknowledges that the foregoing assurances are a condition precedent of its access to the Software Product hereunder. Consultant agrees not to hire any of CSC's employees that have participated in developing, enhancing, maintaining or servicing the Software Products during the ~~Computer Sciences Corporation Page 59 of 99 LLH-V2 Confidential and Proprietary Information~~

term of the license granted in Section _ above, and for one (1) year following its termination. Consultant stipulates and agrees that during the term of this Agreement, and as long as any Confidential Information disclosed to Consultant remains confidential, assigning Consultant's personnel receiving disclosure of the Software to develop or service computer software programs in a manner that in any way whatsoever violates or infringes upon the intellectual property rights of CSC and/or its licensors with respect to such disclosed Software, including without limitation their copyright, patent, trade secret, or any other proprietary rights in the Software Products will constitute adequate evidence that Consultant did not exercise sufficient care in protecting CSC's Software Products from unauthorized use or disclosure. 7. TITLE Without further consideration, Consultant assigns to CSC all right, title,and interest (including moral rights) in and to all work product that Consultant prepares in performing Services for Customer and that either is a derivative work or copy of any part of the Software Product or their documentation or incorporates any Confidential Information. Customer hereby consents and agrees to the terms and conditions of this Section. Such assignments shall be effective irrevocably as of the creation of such work product, which shall be considered part of the Software Product or Confidential Information under this Agreement as of such time. Consultant further agrees to perform, upon the request of Customer or CSC during or after the term of this Agreement, any further acts as may be necessary or desirable to transfer, perfect and defend CSC's ownership of such work product. To the extent that Customer would obtain any rights in conflict with the foregoing assignment (whether by contract, assignment, or operation of law), Customer waives such rights in favor of CSC. CSC grants to Customer a non-exclusive license to use any such work product that Consultant delivers to Customer. The license is granted on the same terms and conditions as Customer's license to the Software Product related to the work product, except that CSC DISCLAIMS ANY WARRANTY OR INDEMNITY WHATSOEVER CONCERNING THE WORK PRODUCTS, INCLUDING THE WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE WORKMANLIKE PERFORMANCE, TITLE, AND NON-INFRINGEMENT. CSC reserves all rights not expressly granted to Consultant or Customer herein. 8 EXCEPTIONS Confidential Information does not include any information which (a) is rightfully known to Consultant without restriction on disclosure or use prior to disclosure to Consultant by CSC or Customer; (b) becomes publicly known in the software industry through no wrongful act of Consultant, excluding information contained in patents pending or issued, other than patents, if any, which are disclosed hereunder; or (c) is approved for release by written authorization of CSC. The existence of a copyright notice will not cause, or be construed as causing, any part of the Software Product to be a published copyrighted work or to be in the public domain. 9. NON-USE Consultant agrees not to, and this Agreement does not license Consultant to, (a) copy or record any Confidential Information except as reasonably necessary in performing the Services for Customer, (b) use or access any Confidential Information for any purpose other than providing the Services to Customer (such as providing similar services to other licensees of the Software Product), (c) remove any materials containing Confidential Information from Customer's premises or (d) modify, enhance, reverse engineer, delink, disassemble, or decompile any Software Product disclosed to Consultant in object code only. ~~Computer Sciences Corporation Page 60 of 99 LLH-V2 Confidential and Proprietary Information~~

10. REMEDIES During normal business hours, CSC may enter upon the premises of Customer and Consultant and inspect documents, data, and software in order to review compliance with the provisions of this Agreement. Consultant agrees that it is fully responsible for the actions of its employees with respect to the Confidential Information. Customer and Consultant agree to indemnify CSC and its licensors for any damages, costs or expenses (including court costs and reasonable attorneys' fees) suffered as a result of any breach of this Agreement by Consultant. Customer and Consultant agree that, in the event of breach or threatened breach of this Agreement, CSC may seek injunctive or equitable relief without the necessities of posting bond or proving that it has no adequate remedy at law. The parties' addresses for purposes of notice and service of process are as set out over their respective signatures below. CSC's licensors may directly enforce the terms of this Agreement as express third party beneficiaries hereto to the extent of such licensors' interest in the Software Product or Confidential Information. 11. WARRANTY Consultant warrants that it has the right to provide the services described herein and that the provision of such services will not result in the infringement of the rights of third parties. Consultant shall defend CSC, at Consultant's sole cost and expenses, against all claims arising from such actual or alleged infringement. Consultant shall fully indemnify CSC for any of CSC's liabilities, costs or expenses (including, but not limited to any attorney's fees or related court costs) arising from Consultant's breach of any of Consultant's obligations delineated in this Agreement. 12. TERM The licenses and consent that CSC grants by this Agreement shall terminate on the earliest of (a) Consultant's completion of the Services, (b) Consultant's material breach of this Agreement or any other agreement intended to protect CSC's proprietary information, or (c) termination or expiration of Customer's license to the Software Product to which the Services relate. Consultant shall have no access to Confidential Information after such date. Within ten (10) days after such date, Consultant shall destroy or deliver to Customer all copies or records of Confidential Information in Consultant's possession. Consultant's obligations under this Agreement shall survive termination of this Agreement and shall continue as long as any Confidential Information disclosed to Consultant remains confidential; provided, however, Consultant's obligations under this Agreement shall continue if Confidential Information enters the public domain by way of a violation of Consultant's obligations under this Agreement. 13. ASSIGNMENT Neither Customer or Consultant may assign, sublicense, or otherwise transfer, voluntarily, by operation of law or otherwise, any rights or obligations under this Agreement, except with CSC's prior written consent, which consent may be withheld at the discretion of CSC. Any transaction in violation of this Section shall be null and void. 14. INTERPRETATION This Agreement shall be governed by the internal laws of the State of South Carolina, United States of America, exclusive of choice of law principles, its codification of Article 2, 2A, or 2B of the ~~Computer Sciences Corporation Page 61 of 99 LLH-V2 Confidential and Proprietary Information~~

Uniform Commercial Code, and any reference to the United Nations Convention on the International Sale of Goods. The Software Product and their documentation are copyrighted works protected by the United States Copyright Act and the Bern Convention. No amendment to this Agreement shall be effective unless it is in writing and signed by all parties. If any provision of this Agreement is held to be unenforceable, all other provisions will nevertheless continue in full force and effect. No waiver by either party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same term or condition on any future occasion or of any other term or condition of this Agreement. This Agreement supersedes any and all prior representations, conditions, warranties, understandings, proposals, or previous agreements between the parties hereto, oral or written, relating to the subject matter hereof and constitutes the sole, full and complete agreement between the parties. CUSTOMER CONSULTANT CSC COMPUTER SCIENCES CORPORATION 10301 WILSON BOULEVARD BLYTHEWOOD,SC 29016

By: By: By: ----------------------- ----------------------- ------------------------- (Authorized Signature) (Authorized Signature) (Authorized Signature) Name: Name: Name: ----------------------- ----------------------- ------------------------- (Printed) (Printed) (Printed) Title: Title: Title: ----------------------- ----------------------- ------------------------- Date: Date: Date: ----------------------- ----------------------- -------------------------

~~Computer Sciences Corporation Page 62 of 99 LLH-V2 Confidential and Proprietary Information~~

APPENDIX 2 TO THE CSC CUSTOMER AGREEMENT BY AND BETWEEN COMPUTER SCIENCES CORPORATION AND THE MANUFACTURERS LIFE INSURANCE COMPANY Software Competitor: 1. SOLCORP 2. Navisys 3. LIDP 4. Admin Server ~~Computer Sciences Corporation Page 63 of 99 LLH-V2 Confidential and Proprietary Information~~

SCHEDULE A-FEES I. CSC PERSONNEL TIME & MATERIALS RATES. For Services related to CSC's Vantage One suite of Software Products, CSC and Customer agree to use the applicable personnel time and materials rates set forth below in either the Minimum Annual Commitment Table or Volume Discount Table, or if the resource commitment by Customer is less than four (4) person-months, at the ad hoc rates below, in each case as follows: Each personnel billing period shall commence April 1 of each year and continue through the last day of March the next year. If Customer desires to use the rates in the Minimum Annual Commitment Table, it shall provide CSC in writing with the minimum amount of personnel Services Customer agrees to use during a billing period (the "Minimum Annual Commitment" or "MAC") on or before April 1, of each new billing period. (1) The applicable time and materials rates for each such billing period corresponds to the MAC designated by Customer in April of each year. Customer may increase the MAC on the first day of a month during a billing period and the corresponding reduced rate will be prospectively applied. Customer shall pay CSC the difference between the MAC and the amount actually paid to CSC for personnel Services, if any, in April following the end of each billing period. If Customer does not report its elected MAC by April of a year, it shall be assumed by the parties that Customer does not desire to use the Minimum Annual Commitment Table, and the applicable rates in the Volume Discount Table shall apply. The rates in the Volume Discount Table are applied based upon the actual number of full time equivalents (FTE) used in a month. The rates used in the Volume Discount Table are sequentially applied and re-established on a monthly basis. Notwithstanding anything to the contrary, if Customer's resource commitment on a particular project is less than four (4) person-months of Services, the time and materials rate shall be $15,000 per person-month, and the time and materials rate for all subject matter experts shall be $125 per person-hour. For purposes of this Pricing Schedule No. 1, one time and materials person-month shall mean the full-time Services of one (1) CSC employee for nineteen (19) days per calendar month working seven and one-half (7 1/2) hours per day. At CSC's discretion, up to thirty percent (30%) of resources may be staffed from CSC's CSC-India facility. ----------- 1 For April 1,2004 through March 31, 2005, Customer's MAC is $7,500,000,00 of CSC's personnel Services. ~~Computer Sciences Corporation Page 64 of 99 LLH-V2 Confidential and Proprietary Information~~

MINIMUM ANNUAL COMMITMENT TABLE
MAC MONTHLY TIME & Materials Rates ----------------------------- ------------------------------ [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
VOLUME DISCOUNT TABLE 0-10 FTE [*] 11 - 20 FTE [*] 21 - 30 FTE [*] 31 - 40 FTE [*] 41 and greater FTE [*]

II. INFRASTRUCTURE & PRODUCTION SUPPORT DISCOUNTS All computer usage will be charged at CSC's then current and standard Time and Materials Rates discounted as follows: - Sixty-five percent (65%) discount on first $50,000.00 of standard rates; and - Seventy percent (70%) discount of next $50,000.00 of standard rates; and - Seventy-five percent (75%) discount for over $100,000.00 of standard rates. CSC's current standard Time & Materials Rates are set forth below. Such rates are subject to adjustment to reflect changes (increases or decreases) to CSC's computer usage rates: - CPU RACK RATES $903/CPU Hour - DASD RACK RATES $912/Gigabyte Month III. MID-TIER DEVELOPMENT MACHINE CHARGES Machine charges for development and system testing conducted in a distributed, as opposed to a mainframe, environment shall be provided at a flat hardware usage fee of $8,000.00 per month for up to ten (10) CSC persons, with each additional person increasing the rate by $[*] per month. For greater clarity, the incremental charge based on additional CSC persons shall not apply to the Customer's Japanese Affiliate, Manulife Life Insurance Company. IV. FEE INCREASES DURING TERM. During each year of the Agreement, the fees set out in this Schedule A shall increase by the annual percentage increase in the Consumer Price Index for Urban Consumers, All Cities Average, For All Items (1984-1986 = 100), as published by the Bureau of Labor Statistics of The United States Department of Labor ("Index") during the most ~~Computer Sciences Corporation Page 65 of 99 LLH-V2 Confidential and Proprietary Information~~

recent 12 month period for which figures are available, on each anniversary of the effective date of this Exhibit. In the event the Bureau of Labor Statistics of The United States Department of Labor shall stop publishing the Index or shall substantially change the content or format thereof, the parties shall substitute another comparable measure published by a mutually agreeable source. However, if such change is merely to redefine the base year for the Index, the parties shall continue to use the Index but shall make such conversions as are necessary. At least ninety (90) days prior to such increase, CSC shall give Customer written notice of this increase. ~~Computer Sciences Corporation Page 66 of 99 LLH-V2 Confidential and Proprietary Information~~

SCHEDULE B - CUSTOMER DATA AND SYSTEM SECURITY POLICIES A) INFORMATION SECURITY POLICY INFORMATION A VITAL ASSET All information that we collect, create or use to run our business is a vital asset of Manulife Financial. We must safeguard information according to its value, in a cost-effective manner. EVERYONE'S RESPONSIBILITY We All share a responsibility to safeguard information in all its aspects, from its creation through its useful life and authorised disposal. Manulife Financial's Code of Business Conduct and Ethics requires that we must all be part of the security management process. PURPOSE The overall purpose of this Policy is to support the business goals and objectives of Manulife Financial and comply with laws and regulatory requirements under applicable jurisdictions. Without the proper security safeguards, Manulife Financial could suffer loss of customer and investor confidence, market share, competitive advantage and ultimately, jobs. SCOPE Manulife Financial's Information Security Policy applies to: - The representation, use or dissemination of information in any form or manner. - Information resources, which are the business processes and the manual or automated information systems we use to collect, store, access, transmit, communicate, disseminate and dispose of information. - Information processed or hosted within Manulife Financial's information processing facilities or with an external service provider. This Policy applies to all employees and operating units of Manulife Financial Corporation and The Manufacturers Life Insurance Company and their subsidiaries and affiliates, regardless of location. Representatives and associates of Manulife Financial, contractors or any other third parties to Manulife Financial, who are provided access to information or information resources, must abide by this Policy under the terms of their contract or arrangement with Manulife Financial. This Policy will be reinforced by standards, guidelines and processes which, when approved, have the same scope and authority as if they were included in this document. GUIDING PRINCIPLES INFORMATION SECURITY RISK For the purposes of this Policy, information security risk is defined as the likelihood of an undesirable event and the consequences thereof, which could lead to the loss or compromise of information. Such a loss or compromise may happen due to unauthorised disclosure, destruction, removal, modification or interruption of information or information resources. ~~Computer Sciences Corporation Page 67 of 99 LLH-V2 Confidential and Proprietary Information~~

SECURITY RISK ASSESSMENT The information security risks related to each division's projects and systems must be identified, assessed, documented and acknowledged. The assessment of information security risks and the determination of safeguards must be an integral part of the implementation of all systems and projects, including outsourcing agreements. EXTENT OF SECURITY The extent of information security to be applied will depend on the sensitivity of the information to Manulife Financial and an assessment of the information security risks. This requirement for security shall apply irrespective of whether the information is printed, in electronic or other form. INFORMATION CLASSIFICATION Information, whether printed, in electronic or other form, must be classified according to its sensitivity requirements into one of the following information categories: Public, Internal, Sensitive or Restricted. Each category has specific rules for its use, storage and disposal. By default, all unclassified information will be deemed as 'Sensitive'. The Information Security Management Program, defined hereinafter, has prescribed standards and guidelines for information classification and handling. INFORMATION SECURITY RISK MANAGEMENT All information systems, whether developed internally or externally, must incorporate adequate safeguards to mitigate and /or manage the assessed risks. Information should only be disclosed to or accessed by an authorised individual, process or entity at authorised times in an authorised manner. Information must be maintained in an accurate and reliable manner and be available for authorised use. For the purposes of this Policy, "authorised" means the method of permitting access, as determined by Manulife Financial. Permission to access must be based on valid business need and the principle of least privilege set out in the Information Security Glossary . We must protect against, detect and recover from unauthorised or undesirable disclosure, modification, destruction, or use of information and resources, whether accidental or intentional. We must act in a timely, co-ordinated manner to prevent or respond to security incidents. When accessing shared information or information resources, the accountability of an individual, process or entity must be established and maintained at all times. Information systems must be monitored with an accompanying access log to report the actions performed to modify, add or delete information. The safeguards must compensate for the risks inherent to the internal and external physical environment where information systems are stored, transmitted, or used. Adequate safeguards must be in place and operating as intended to ensure that processing is complete, accurate and authorised to provide the required level of processing integrity. Assurance processes must be in place to assess the adequacy and the effectiveness of safeguards to manage information security risks. They provide the grounds for confidence that safeguards are in place and working as intended. ~~Computer Sciences Corporation Page 68 of 99 LLH-V2 Confidential and Proprietary Information~~

At the minimum, safeguards must be in accordance with the standards and guidelines, as they exist and are amended from time to time. PRIVACY Personal information must be kept confidential and used only for the purposes for which it was collected. It must be disclosed only to those who have the right to the information or when the law requires disclosure. (Refer to Manulife Financial's Statement of Corporate Privacy Principles(http://www 1 ..manulife.com/corporate/corporate2.nsf/Public/privacy.html). NETWORK SECURITY All information stored, transmitted or processed within networks must be secured, consistent with the level of risk and potential for harm that may result from disclosure, alteration, loss of availability or misuse. All connections between Manulife Financial's internal networks and other external networks must be made via an appropriately secured connection. Where necessary or desired, such a secured connection may also be placed between separate internal networks. To be classified as an internal network, the network must be entirely under the care and control of and be subject to review by Manulife Financial and adhere to this Policy and its supporting standards and guidelines. USE OF RESOURCES All information and information systems are for Manulife Financial business. This includes all systems and equipment Manulife Financial owns or leases as well as all remote computing services it uses, including access to the Internet. We must direct our efforts to Manulife Financial's business while at work, and must use these resources only for management approved activities. COPYRIGHT LAWS Many materials we use in the course of our business at Manulife Financial are protected by copyright laws. Our Code of Business Conduct requires us to respect copyright laws. We must not operate, modify, transfer or copy programs or documentation, except as stated in a license agreement. CONTINUITY OF BUSINESS OPERATIONS It is Manulife Financial's policy to ensure for the continuity of business operations and to be able to recover from unexpected business interruptions in a timely manner. (Refer to the Business Continuity Program (link ->) managed by the Corporate Business Continuity Planning Group). KEY ROLES AND RESPONSIBILITIES SENIOR MANAGEMENT Manulife Financial manages information and is ultimately responsible for its security. Senior management supports the requirements for this Policy and for creating the Information Security Management Program for Manulife Financial to identify, manage and monitor information security risks. As the owner of this Policy, the Chief Information Officer will ensure that the overall effectiveness of the Program is monitored and that it continues to meet the needs of Manulife Financial. ~~Computer Sciences Corporation Page 69 of 99 LLH-V2 Confidential and Proprietary Information~~

Senior management is accountable for implementing and sustaining the Program within their respective divisions. Each division is responsible for identifying the information security risks and managing them day-to-day in accordance with this Policy. Each division is also responsible for supporting the awareness of security issues and for enforcing compliance to this Policy within its division. In order to facilitate the process of information security management, the key roles of INFORMATION OWNER, CUSTODIAN and USER must be established. INFORMATION OWNER Each division should assign INFORMATION OWNERS, as required, to manage information security in accordance with their business requirements and this policy. At a minimum, each information system must be assigned an Information Owner. The Information Owner is ultimately responsible for: - Ensuring that security risk assessments are carried out and safeguards to mitigate the assessed risks are implemented, before authorising the completion of their projects or information systems. These assessments must be documented, give due consideration of all relevant viewpoints and technical capabilities to enhance information security. - The determination of value of the information by assigning the proper information classification, including a periodic review to determine whether a change of classification is needed. - The awareness of security issues affecting the projects and systems that process information required for their business operation, including an understanding of the control weaknesses that may exist and the corrective actions they deem necessary or have planned to manage them. - Facilitating access for those who have a business need and could benefit from the information, including ensuring that access requirements are specified and communicated to the Custodians. - The authorisation for disposal of information after useful life either for its safekeeping or its destruction. (Refer to Manulife Financial's Record Retention and Disposition Schedules). - Ensuring that a business continuity plan is developed, documented, tested and made available. (Refer to the Business Continuity Program managed by the Corporate Business Continuity Planning Group). CUSTODIAN The Custodian is responsible for protecting the information systems under their custody in accordance with the Information Owner's specific directions. At a minimum, the Custodian will: - Provide a secure processing environment that can appropriately protect the integrity, confidentiality and availability of information and ensure accountability of the user, process or entity. - Administer access to information as authorised by the Information Owner. - Administer the disposal of information as authorised by the Information Owner and in accordance with the approved Record Retention and Disposition Schedules. USER The USER is the individual or organisation, who has been authorised access to the information. At a minimum, the Users will: ~~Computer Sciences Corporation Page 70 of 99 LLH-V2 Confidential and Proprietary Information~~

- Use the information and information systems only for the purpose intended. Users must understand information sensitivity, and its significance for competitiveness and individual privacy, and so handle information and information systems with due care. - Adhere to this policy and ensure that the integrity, confidentiality and availability of the information accessed are consistent with the Information Owner's expectations. INFORMATION SECURITY GOVERNANCE Information security management is a critical area that requires central intervention and governance. The Chief Information Security Officer will provide leadership, guidance and direction for enterprise-wide governance of information security management at Manulife Financial. The Information Security Office has the authority to define, and periodically modify information security standards, guidelines and processes, which support this Policy. They form part of the overall INFORMATION SECURITY MANAGEMENT PROGRAM (see the DATABASE) to enable compliance to this Policy. INFORMATION SECURITY MANAGEMENT PROGRAM KEY ELEMENTS OF THE PROGRAM The key elements of the Information Security Management Program are as follows: - ROLES AND RESPONSIBILITIES: Definition of roles and responsibilities for the implementation of this Policy. (Refer to Organisational Framework ). - STANDARDS AND GUIDELINES: Mandatory standards and guidelines, as they exist or are amended from time to time, define the minimum requirements for information security, commensurate with varying levels of risk. (Refer to Information Security Standards and Guidelines). - SECURITY AWARENESS: Communication and sustenance of awareness of security issues, including responsibilities to all concerned under this Policy and the supporting standards, guidelines and processes. - SECURITY RISK ASSESSMENT: Processes for assessing information security risks and determining safeguards have been prescribed. The Information Security Officer should review such security risk assessments. (Refer to Info-Risk Assessment Methodology). - MANAGEMENT OF ISSUES: There may be circumstances when the assigned Information Owner may wish to accept the risk and request an exemption to some aspect of this Policy or its supporting standards and guidelines. Such requests for security exemption must be supported by an appropriate risk assessment and submitted in writing to the Chief Information Security Officer for review and concurrence. The procedure for security exemption is prescribed. (Refer to Info-Risk Assessment Methodology ). - SECURITY INFRASTRUCTURE: Improvements to corporate security infrastructure to support this Policy. - CONTINUING EFFECTIVENESS: Metrics for monitoring the effectiveness of this Policy and reporting the state of security will be established. In addition, Audit Services will review the effectiveness and adequacy of safeguards through Key Risk Audits and Key Risk Reviews and report to senior management and the Audit Committee semi-annually. ~~Computer Sciences Corporation Page 71 of 99 LLH-V2 Confidential and Proprietary Information~~

COMPLIANCE All of us, in our roles as Information Owner, Custodian, or User, must comply with this Policy and the standards, guidelines and processes defined under the Policy. Non-compliance will be deemed a breach of our Code of Business Conduct and subject to actions prescribed therein. REVIEW This Policy will be evaluated and revised as required by internal, external and regulatory developments. WHERE TO GO FOR HELP If you have doubts about a particular situation, questions or concerns on information security that cannot be resolved by your immediate management, please feel free to contact the IS SERVICE DESK 1-888- 990- 9917 in case of an emergency. Otherwise you may contact the INFORMATION SECURITY OFFICE, through e-mail to SECURITY AWARENESS on Lotus Notes. B) INTERNET USE POLICY INTRODUCTION Employees represent the Company to the outside world while accessing the Internet. Each individual is responsible for judiciously representing Manulife Financial and for ensuring that the Company's interests are protected, consistent with this policy and the Code of Business Conduct. SCOPE Manulife Financial's Internet Use Policy applies to all employees using company-provided access to the Internet, including any remote connections paid for by Manulife Financial. All other users, who are authorised Internet access, must comply with this policy under terms of their contract, agreement or arrangement with Manulife Financial. POLICY STATEMENTS PRIMARILY FOR BUSINESS: Internet access is a privilege extended by Manulife Financial, which may be withdrawn at anytime. As a productivity enhancement tool, Internet access is primarily for business purposes. Incidental personal use of the Internet is permissible so long as: - it does not consume more than a trivial amount of resources; - does not interfere with employee productivity; . - does not pre-empt any business activity. PROFESSIONALISM: Employees must use the Internet in a professional manner and must not engage in any activity, which contravenes Manulife Financial's Code of Business Conduct. IMPORTANT RESTRICTIONS: Employees are forbidden from using the Company-provided Internet access for personal business, for personal charitable endeavours or for amusement/entertainment purposes. Employees are reminded that access to the Internet should never create either the appearance or the reality of inappropriate use. Employees must not access, download, use, share, store, forward, print, communicate or create information that is unethical, illegal, prohibited or inappropriate. Although not an exhaustive list, prohibitions include sites, images, messages or ~~Computer Sciences Corporation Page 72 of 99 LLH-V2 Confidential and Proprietary Information~~

materials that are obscene, pornographic, sexual, racial, gambling or drug related, violent, defamatory, derogatory, discriminatory or harassing in nature. WHAT IF SOMEONE VIOLATES THIS POLICY: Manulife reserves the right to terminate the employment (on a for cause basis) or the business relationship with any individual where that individual is in violation of the important restrictions identified in # 3 above. Manulife Financial will not defend or indemnify any employee or individual being sued or prosecuted in connection with any inappropriate use of the Internet privileges. Manulife Financial retains the right to remove from its information systems any material it views as offensive or potentially illegal. Other policy violations may also result in disciplinary action, up to and including dismissal or termination of relationship. PRIVACY: Employees are hereby notified that security measures are in place to monitor Internet use. The Information Security Office periodically monitors Internet web usage. Due to these monitoring activities, employees cannot expect any personal privacy for Internet access. Suspected violations will be investigated. SAFEGUARDING INFORMATION: Information is one of the Company's most vital assets. Each employee must make every effort to protect Manulife Financial's information from unauthorized disclosure, loss or modification and should report any breach of security to Information Security Office. The Internet is not a secure data network and as such presents inherent security risks. Any information that is generally not available to the public is confidential and must not be transmitted on the Internet, except for legitimate business purposes and must be encrypted prior to transmission over Internet. USER AUTHENTICATION: Employees must adhere to all security requirements concerning Internet access. For Internet access, individuals may have to identify themselves and provide a password. Regardless of the circumstances, passwords must not be shared or revealed to anyone else. To prevent any misuse, individuals must choose passwords that are difficult to guess (for example, not a dictionary word, not a personal detail, and not a reflection of work activities, etc.). CHAT ROOMS AND NEWSGROUPS: Manulife prohibits its employees from participating in Internet chat rooms or newsgroups in discussions relating to the Company or its securities. If an employee becomes aware of a rumour on a chat room, newsgroup or any other source, that may have a significant effect on the price of the Company's share price, they should notify Corporate Communications.(Refer to Electronic Communications Disclosure Guideline). SECURE GATEWAYS: Manulife has established Internet gateways (e.g. Manulife InterConnect) to enable the Company to link with others in a secured manner. All access to the Internet from company locations and/or devices must be routed through these Internet gateways over approved services. For business requirements that are not met by these gateways, approval will be required for alternative connections. Only corporate standard applications and utilities provided for Internet access must be used with these secured gateways. REFERENCING THE COMPANY: Information referencing Manulife Financial directly or indirectly must be approved by Corporate Communications. Current policy requires that Corporate Communications, Divisional Marketing, and Legal review all printed materials such as contracts, marketing and advertising materials associated with the Company. This policy applies equally to information placed on the Internet. Web pages developed for business use must be approved by ~~Computer Sciences Corporation Page 73 of 99 LLH-V2 Confidential and Proprietary Information~~

Corporate Communications. As well, any reference to Manulife Financial, directly or indirectly, must be approved by Corporate Communications. DOWNLOADING: Software may be downloaded only for business purposes. Any software downloading, acquisition and/or use must comply with Manulife Financial's software licensing policy and should be assessed for business security risks. All materials, including e-mails, received or downloaded from the Internet must be scanned for viruses with the most current version of an approved anti-virus program. While many "freeware" (no charge for use) and "shareware" (free distribution, limited charge for use) software products may provide valuable utilities and functions, providers of such products may not, themselves, have the right to provide such license rights. Further software from unknown or unfamiliar origins can potentially disrupt Manulife Financial's network and may also carry hidden security risks. RESPECTING INTELLECTUAL PROPERTY: License agreements for software and copyrights of materials or documents obtained from the Internet must be honoured. Copyright laws prohibit the copying of software and documents, which are owned by others. These laws apply to all methods of copying including copy machines, disk/file copies, and electronic transmission. Making copies of copyrighted software, documents, art images or other digital forms over the Internet are examples of copying material through electronic transmission. Without a license, agreement or usage statement specifying otherwise, or without the explicit permission of the owner, such copying is prohibited. AVOIDING NETWORK DISRUPTIONS: Any activity that knowingly disrupts network and/or computer services within Manulife Financial or across the Internet is prohibited. Installation or the use of peer-to-peer software that enables file sharing or distributed processing with a remote computer is prohibited. Employees must also consider the impact on network performance before carrying out certain activities. (e.g. when downloading large files during business hours). WHERE TO GO FOR HELP The Information Security Office will keep employees aware of developments affecting security and the appropriate use of the Internet, Please refer to the Internet Use Policy - FAQ , a companion document to this policy, where you will find answers to the most frequently asked questions. C) CODE OF BUSINESS CONDUCT AND ETHICS Topic: CODE OF BUSINESS CONDUCT AND ETHICS - WHY ETHICS MATTER - AN OVERVIEW I-WHY ETHICS MATTER At Manulife Financial we value our good name and strive to apply high standards of integrity to everything we do. WHY ETHICS MATTER TO YOU AND THE COMPANY Operating in an ethical manner is essential to our success. Our customers, investors and other stakeholders rely on us to be honest and fair. We must behave ethically in the communities where we operate in order to maintain the confidence of all of our stakeholders and ultimately to keep their business. It is in our best interest to set high standards for ourselves at all times. ~~Computer Sciences Corporation Page 74 of 99 LLH-V2 Confidential and Proprietary Information~~

THE PURPOSE OF THIS CODE This Code provides standards for ethical behaviour when representing the Company and when dealing with employees, field representatives, customers, investors, external suppliers, government authorities and the public. APPLICATION OF THE CODE Manulife Financial's Code of Business Conduct applies to directors, officers, employees, representatives, suppliers and other associates of Manulife Financial Corporation, its subsidiaries and controlled affiliates. Given Manulife Financial's commitment to corporate governance and public disclosure, this Code is available on the Company's web site and is available in print upon request. Any waiver of the Code will be granted only in very exceptional circumstances. Any waiver for executive officers and directors will be granted only upon approval by the Board of Directors or Board Committee and any waiver will be disclosed promptly as required by law or stock exchange regulation. Any waiver for officers, employees, representatives or other associates of Manulife Financial will be granted only upon appropriate management or senior management level approval. The Code is organized into seven main sections: - Living Manulife Financial's values - Ethics in the workplace - Ethics in your business relationships - Conflicts of interest - Handling information - Ethics and the law - Code of Business Conduct Acknowledgement and Conflict of Interest Disclosure Form At the end of each section is a list of related Company policies you should refer to for more information. There is also a complete list of these policies in section VIII of this Code, in addition to a copy of the Company's Code of Business Conduct Acknowledgement and Conflict of Interest Disclosure statement and guidelines for completing the form. WHAT IF SOMEONE VIOLATES this Code? All our activities must be able to withstand close scrutiny. To protect Manulife Financial's good name, the Company may discipline and/or terminate its relationship or affiliation with any director, officer, employee, representative, associate or supplier who breaches this Code or related Company policies. If violating the Code also violates the law, you will be subject to prosecution. ~~Computer Sciences Corporation Page 75 of 99 LLH-V2 Confidential and Proprietary Information~~

WHERE TO GO FOR HELP It is critical that all of us who represent Manulife Financial, its subsidiaries and controlled affiliates use good judgment and common sense. It is the best way to ensure that our Company continues to meet high standards of business conduct. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach questions and concerns. Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act. If you have: - Doubts about a particular situation; - Questions or concerns about a business practice; - Questions about potential conflicts of interest; or - Concerns about potential or suspected illegal or unethical behaviour. As an officer, employee, representative or other associate of the Company, speak to your manager, a member of the Human Resources or Law departments or the Company's divisional Compliance officer. Concerns about potential or suspected illegal or unethical behaviour should be referred to a member of the Human Resources or Law Department. As a member of the Company's Board of Directors, talk to the Company's General Counsel. In addition, to maintain the independence of the Board of Directors, the Board of Directors and its Committees may retain outside advisors as they deem necessary. Individual directors may also retain outside advisors, at the Company's expense, to provide advice on any matter before the Board or a Board Committee with the prior approval of the Corporate Governance & Nominating Committee. You may report suspected or potential illegal or unethical behaviour without fear of retaliation. The Company does not permit retaliation of any kind against directors, officers, employees, representatives, suppliers or other associates for good faith reports of illegal or unethical behaviour. WHERE TO GO FOR HELP - REPORTING ACCOUNTING AND AUDITING COMPLAINTS/CONCERNS Concerns Submitted By Directors, Officers, Employees, Representatives And Other Associates: Directors, officers, employees, representatives and other associates should forward any accounting and auditing concerns to the Corporate Secretary in a sealed envelope addressed to the Chair of the Audit Committee care of the Corporate Secretary. These concerns may be forwarded on an anonymous basis. The envelope should be marked "Confidential Internal Manulife Concern". The Manulife internal mail system should be used for delivery to the Corporate Secretary to ensure anonymity. The Corporate Secretary will then forward the sealed envelope to the Audit Committee Chair. ~~Computer Sciences Corporation Page 76 of 99 LLH-V2 Confidential and Proprietary Information~~

Complaints Submitted By The Public: All complaints or submissions by the public regarding accounting, accounting control and auditing matters should be sent to the Corporate Secretary. The Corporate Secretary will then forward the complaint or submission to the Chair of the Audit Committee. QUICK ETHICS QUIZ While a code of conduct can provide the general rules, it cannot cover every situation. Ethics sometimes comes down to a personal decision. To help you make the right choice, ask yourself the following questions: - Is this legal? Is it fair? - Would I want other people to know I did it? - How would I feel if I read about it in the newspaper? - How will I feel about myself if I do it? - What would I tell my child or a close friend to do in a similar situation? Topic: CODE OF BUSINESS CONDUCT AND ETHICS - LIVING MANULIFE FINANCIAL'S VALUES II - LIVING MANULIFE FINANCIAL'S VALUES At Manulife Financial, our values guide everything we do, whether it's strategic planning, day-to-day decision making or the way we treat customers and others with a stake in the Company. These values are: PROFESSIONALISM We will be recognized as having the highest professional standards. Our employees and representatives will possess superior knowledge and skills for the benefit of our customers, investors and other stakeholders. Our professionalism will show in every aspect of our business conduct, including behaviour, language, appearance and attire. REAL VALUE TO OUR CUSTOMERS We are here to satisfy our customers. By providing the highest quality products, services, advice and sustainable value, we will ensure our customers receive excellent solutions to meet their individual needs. INTEGRITY All of our dealings are characterized by the highest levels of honesty and fairness. We develop trust by maintaining the highest ethical practices. ~~Computer Sciences Corporation Page 77 of 99 LLH-V2 Confidential and Proprietary Information~~

DEMONSTRATED FINANCIAL STRENGTH Our customers, investors, and other stakeholders depend on us to be here in the future to meet our financial promises. We earn this faith by maintaining uncompromised claims paying ability, a healthy earnings stream, and superior investment performance results, consistent with a prudent investment management philosophy. EMPLOYER OF CHOICE Our employees will determine our future success. In order to attract and retain the best and brightest employees, we will invest in the development of our human resources and reward superior performance. Topic: CODE OF BUSINESS CONDUCT AND ETHICS - ETHICS IN THE WORKPLACE III - ETHICS IN THE WORKPLACE We cannot have a positive and productive workplace unless we treat each other with respect and trust. Each of us has to help create and maintain a healthy, secure environment that values employee contributions and encourages learning. REWARD PERFORMANCE AND ABILITY At Manulife Financial, we value diversity and treat all individuals with dignity. We hire and promote employees on the basis of ability and reward them on the basis of performance. We respect individual rights to privacy and comply with employment laws at all times. TREAT OTHERS WITH RESPECT We must give co-workers the same respect and service we give customers. When we communicate with each other within the organization, we need to be open and honest. It's one way to ensure quality in everything we do. Abusive, threatening and violent behaviour are prohibited. KEEP YOUR WORKPLACE SAFE Manulife Financial must provide a safe and healthy work environment for all employees. Protection of employees from injury or occupational illness is a significant ongoing commitment on the part of the Company. This commitment to health and safety involves co-operation and support of every manager and employee of the Company. You have a responsibility to help ensure the Company is complying with health, safety and environmental laws and regulations by reporting accidents, potential hazards and other concerns immediately to your manager or the facilities management in your area. KEEP YOUR WORKPLACE SECURE It is critical that we protect both individual and Company property and assets. While Manulife Financial takes security measures, we must all be part of the process. If you know of any ~~Computer Sciences Corporation Page 78 of 99 LLH-V2 Confidential and Proprietary Information~~

situation or incident that could lead to the loss, misuse or theft of Company or individual property, report it immediately to a manager or security personnel. BEHAVE PROFESSIONALLY AT ALL TIMES It is important to behave responsibly when representing Manulife Financial or attending Company events. You must represent the Company in a positive manner when dealing with clients and potential clients, and in all business activities. It is expected that those, who choose to drink alcohol at Company or employee-sponsored events will do so in moderation. FOR MORE GUIDANCE See the following related policies: - Diversity and Harassment Policies - Occupational Health and Safety Policy - Alcohol Consumption Policy Topic: CODE OF BUSINESS CONDUCT AND ETHICS - ETHICS IN YOUR BUSINESS RELATIONSHIPS IV - ETHICS IN YOUR BUSINESS RELATIONSHIPS OUR BUSINESS DEPENDS ON SOUND RELATIONSHIPS WITH CUSTOMERS, THE COMMUNITY, OTHER ORGANIZATIONS AND OUR STAKEHOLDERS. MAINTAINING THESE RELATIONSHIPS MEANS TAKING EXTRA CARE WHEN GIVING OR RECEIVING GIFTS, WHEN PRODUCING MATERIALS FOR CUSTOMERS AND OTHERS AND WHEN SHARING INFORMATION WITH OUTSIDE INDIVIDUALS AND ORGANIZATIONS. TREAT OTHERS HONESTLY AND FAIRLY We are in business to satisfy customers. That means providing value, offering quality products, services and advice and seeking customer feedback so we can continually improve our products and services. We must determine the customer's needs, make recommendations that best meet those needs and provide service and support throughout the relationship. We must treat customers with high standards of honesty, fairness and courtesy. Customers must be able to voice their concerns easily and we must deal with complaints and disputes fairly and quickly. We seek to outperform our competitors fairly and honestly. We seek competitive advantage through superior performance, never through unethical or illegal business practices. The materials we provide to customers, investors and other stakeholders must meet high standards of professionalism. Advertising and sales materials must be factual, easy to understand and based on the principles of fair dealing and good faith. All promotional efforts, illustrations of products and marketing concepts must be factual. ~~Computer Sciences Corporation Page 79 of 99 LLH-V2 Confidential and Proprietary Information~~

All directors, officers, employees, representatives and other associates of the Company must be careful not to mislead customers, investors or other stakeholders about the financial status, products or services of the Company or its competitors. We must never make promises the Company cannot keep. No director, officer, employee, representative or other associate of the Company should take unfair advantage of anyone, including customers, investors, other stakeholders, suppliers or competitors. Taking unfair advantage includes manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. COMPLY WITH LOCAL LAWS To be professional, we must follow our corporate standards of ethical business conduct while appreciating the cultures and business customs of the countries and comunities in which we operate. We must ensure compliance with applicable laws and regulations in the jurisdictions where we do business. TAKE CARE IN GOVERNMENT AND POLITICAL DEALINGS In our dealings with government agencies and representatives, we must take special care to use our corporate positions responsibly. This is especially true in relation to the political process. It is important to take reasonable steps to become familiar and comply with all laws and regulations that apply when offering to provide entertainment, meals, gifts, gratuities and other items of value to any employee or representative of federal, state, provincial and local governments or when accepting such items of value from any employee or representative of federal, state, provincial and local governments. While the Company expresses views on local and national issues that affect its operations, we cannot represent ourselves as Company spokespeople without proper authorization. The Company respects and supports the right to participate in the political process. However, the Company will not reimburse any political contributions that are made. Company time or property must not be used in campaigning for a political party. SHARE INFORMATION RESPONSIBLY WITH INDUSTRY GROUPS Memberships in business organizations can increase the effectiveness of individuals, the Company and our industry. The Company encourages membership in such organizations, especially those that strive to improve the industry. It is a normal part of these memberships to share information. However, we need to ensure that we do not exchange information that could jeopardize the Company's competitive position. We must also take care not to violate the confidentiality that customers, investors, employees, representatives, distributors, suppliers and others legitimately expect. REFER MEDIA QUESTIONS TO COMMUNICATIONS DEPARTMENTS The media play an important role in helping inform the public about Manulife Financial, its products and services. Communications departments within each division or geographic location are responsible for communicating official Company positions to the media. You must direct all media inquiries to these departments. ~~Computer Sciences Corporation Page 80 of 99 LLH-V2 Confidential and Proprietary Information~~

CHOOSE SUPPLIERS THROUGH FAIR COMPETITION Manulife Financial is committed to fair competition in all its dealings with suppliers. It is important to communicate the Company's requirements clearly and uniformly to all potential suppliers. Choose suppliers on the basis of merit, competitiveness, price, reliability and reputation. If a supplier asks you to endorse a product or service using the Company name or your position as a Company representative, direct the request to the Executive Vice President or Senior Vice President of your division or geographic location. FOR MORE GUIDANCE See the following sections in this Code: - Conflicts of interest - Handling information - Ethics and the law Topic: CODE OF BUSINESS CONDUCT AND ETHICS - CONFLICTS OF INTEREST V - CONFLICTS OF INTEREST A "conflict of interest" occurs when your private interest interferes in any way, or even appears to interfere, with the interests of the Company. A conflict situation can arise when you take actions or have interests that may make it difficult to perform Company work objectively and effectively. It is also a conflict if outside activities affect your judgment to act in the best interest of customers, investors and other stakeholders. Conflicts of interest damage the trust between you, the public and the Company. To help prevent conflicts, you must complete a conflict of interest disclosure statement. You are responsible for updating the statement as your circumstances change. If a potential conflict arises, report it immediately. If you need advice, consult the procedures described in the section of this Code titled "Where to go for help". The following are some of the most common areas of potential conflict, but the most reliable guideline is your own common sense. DEAL AT ARM'S LENGTH WITH SUPPLIERS You must not be associated in any way with agreements between the Company and suppliers or any organization in which you or a member of your immediate family have an interest or which might result in you or your family member's personal gain. ~~Computer Sciences Corporation Page 81 of 99 LLH-V2 Confidential and Proprietary Information~~

BRIBERY AND KICKBACKS ARE PROHIBITED Manulife Financial does not allow unfair business practices such as rebating, bribery or kickbacks. These practices are against Company policy in all places where we do business. BE CAREFUL ABOUT GIFTS Offers of gifts and entertainment are courtesies common among business partners. However, offering or accepting gifts, entertainment or other benefits can be mistaken for improper payments. For this reason, you must not give or accept gifts, gratuities, favours or benefits if they are for more than a nominal value or if they go beyond what could reasonably be considered ethical and accepted business practices, or which may influence or appear to influence the performance of your duties. BE CAREFUL ABOUT PERSONAL BENEFITS Conflicts of interest may arise if you, or a member of your family, receives a personal benefit as a result of your position in the Company. All such personal benefits, including loans and guarantees of obligations from the Company, must be disclosed on the Company's Conflict of Interest Statement and approved by the Company. Personal loans to executive officers are prohibited unless specifically permitted by law. FOLLOW COMPANY POLICY ABOUT HIRING FAMILY In some situations, hiring or managing family members can lead to conflicts of interest, unethical employment practices and the appearance of special treatment. Family members must not be in positions that put them under or give them the direct or indirect supervisory authority of another family member. Family members include spouses (as defined for benefit purposes), children, siblings and parents. This applies to all employment, including full-time and part-time regular, contract and summer student hiring. All hiring within Manulife should be conducted by Divisional Staffing areas. INVEST IN AN ETHICAL MANNER DIRECTORS, OFFICERS AND EMPLOYEES MUST STRICTLY FOLLOW ALL LAWS AND REGULATIONS AFFECTING INVESTMENT IT IS UNETHICAL AND ILLEGAL FOR DIRECTORS, OFFICERS AND EMPLOYEES TO BUY OR SELL MANULIFE FINANCIAL SECURITIES WITH THE BENEFIT OF MATERIAL INFORMATION THAT HAS NOT BEEN PUBLICLY DISCLOSED ABOUT THE COMPANY OR ITS AFFILIATES OR TO INFORM ANOTHER PERSON, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, OF MATERIAL INFORMATION THAT HAS NOT BEEN PUBLICLY DISCLOSED. IN ADDITION, IT IS UNETHICAL AND ILLEGAL TO BUY OR SELL SECURITIES OF OTHER COMPANIES WITH THE BENEFIT OF YOUR KNOWLEDGE OF THE COMPANY'S INVESTMENT INTENTIONS OR ANY INFORMATION THAT HAS NOT BEEN PUBLICLY DISCLOSED ABOUT SUCH OTHER COMPANY AND THAT YOU OBTAINED IN THE COURSE OF YOUR EMPLOYMENT WITH MANULIFE FINANCIAL. Directors, officers and employees must also be cautious of potentially being in a conflict of interest where they have made or wish to make an investment in a business entity that transacts business with Manulife or in which Manulife has made an investment. ~~Computer Sciences Corporation Page 82 of 99 LLH-V2 Confidential and Proprietary Information~~

WORKING FOR COMPETITORS MAY JEOPARDIZE THE COMPANY Unless a higher level senior executive has given prior written approval, no Manulife Financial director, officer, or employee may work for any organization that competes with the Company or that has a business relationship with the Company. That includes serving as a director, officer, trustee, partner, employee, consultant or agent. USE CAUTION REGARDING OUTSIDE POSITIONS Outside work or financial involvement in external organizations can lead to conflicts of interest. Such involvement could interfere with your ability to give objective, full-time attention to your work with Manulife Financial or could damage the Company's image. You must not engage in any other employment or take any civic, government or political position that would hamper your performance or your judgment to act in the Company's best interest. You may sell merchandise on Company property only with the authorization of your manager or a Human Resources representative. PROTECT CORPORATE OPPORTUNITIES Directors, officers, employees, representatives and other associates are prohibited from (a) benefitting from opportunities that are discovered through the use of Company property, information or position; (b) using Company property, information or position for personal gain; and (c) competing with the Company. You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. PROTECT THE COMPANY'S NAME AND ASSETS The name Manulife Financial must be used only for authorized Company business and never for personal activities. Do not identify yourself with the Company while pursuing personal, political or not-for-profit activities, unless you obtain the Company's authorization first. Each director, officer, employee, representative or other associate entrusted with access to or control over Company transactions and assets must ensure that each use, acquisition or disposition of an asset by a person on behalf of the Company is undertaken with the general or specific authorization of management and is accurately and fairly recorded in reasonable detail in the Company's books of account and record. We all share a responsibility to protect Company assets Company time, property and services, including assets such as stationery, computers and mail services, may not be used for personal activities, unless you have your manager's specific approval. Personal activities include political and charitable causes. You may not remove or borrow Company property without permission. Report any misuse of Company assets to your manager or the Audit Services Department. FOR MORE GUIDANCE See the following related policies: - Code of Business Conduct Acknowledgement and Conflict of Interest Disclosure Statement ~~Computer Sciences Corporation Page 83 of 99 LLH-V2 Confidential and Proprietary Information~~

- Real Estate Division Code of Conduct and Compliance - Code of Ethics for Personal Investing - Staffing Policy Topic: CODE OF BUSINESS CONDUCT AND ETHICS - HANDLING OF INFORMATION VI - HANDLING INFORMATION Information is one of the Company's most vital assets. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company or our customers and other stakeholders if disclosed. It is important that you understand how sensitive this information is, and how significant it is for competitiveness and individual privacy. PROTECT CONFIDENTIAL INFORMATION In the course of regular business, we collect a substantial amount of information about our applicants, policyholders, claimants, borrowers, employees, representatives and investors. We must handle this information with the greatest care to merit their confidence. Personal information must be kept secure, in confidence and used only for the purposes for which it was collected. It may be disclosed only to those who have a right to the information or when the law requires disclosure. Confidential information about the Company itself must be protected. Information about the Company is confidential if it is not generally available to the public. Examples are financial results before they are announced, business plans, business forecasts, strategic initiatives, proposed acquisitions or divestitures, and current or proposed products. If you have access to confidential information as a result of your job, you must use every precaution to keep it confidential. It is important to use discretion when discussing Company business in public places such as restaurants and airplanes, or when using public or cellular phones, the Internet and fax machines. If you are required for legitimate business purposes to disclose confidential information to any person outside the Company, authorization should be obtained from your manager. You have a duty to protect confidential information even after you leave your employment with the Company. FOLLOW DISCLOSURE REQUIREMENTS Manulife is required to make continuous disclosures on a timely and broadly disseminated basis and without being unduly optimistic on prospects for future company performance. The key principles of continuous disclosure are: - All materials must be broadly disseminated in a timely manner - Disclosure must be full, fair, understandable and accurate and avoid any misrepresentation of the Company and its finances ~~Computer Sciences Corporation Page 84 of 99 LLH-V2 Confidential and Proprietary Information~~

- Disclosure must be accomplished consistently during both good times and bad - All legitimate requests for information should be treated equally Employees must refer all inquiries from the financial community, shareholders and media to an authorized spokesperson. RESPECT COPYRIGHTED MATERIALS Many materials you use in the course of your work as an employee or representative of Manulife Financial are protected by copyright laws. A few examples are computer software, books, audio and videotapes, trade journals and magazines. There may also be a copyright on presentation slides, training materials, management models and problem-solving frameworks produced by outside consultants. It is illegal to reproduce, distribute, or alter copyrighted material without the permission of the copyright owner or authorized agent. You must also comply with the copyrights on software installed on your office computer and on network computer storage areas you control. You may not copy, install or otherwise use software in a manner that violates the license agreement for that software. KEEP FULL AND ACCURATE RECORDS The Company needs full and accurate records to meet its legal and financial obligations and to manage its business properly. All Company books, financial reports, expense accounts, time sheets, administrative records and other similar documents must be completed accurately, honestly and in accordance with Company procedures. Making false, fictitious or inappropriate entries with respect to any transaction of the Company or the disposition of any of the Company's assets is prohibited, and no director, officer, employee, representative or other associate may engage in any transaction that requires or contemplates the making of false, fictitious or inappropriate entries. You are responsible for the accuracy and completeness of any reports or records you create or maintain. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation. Furthermore, all directors, officers, employees, representatives and other associates must comply with the Company's records retention policies. These policies describe how long documents and records (whether in printed or electronic form) must be maintained in order to facilitate the Company's ongoing operations and to satisfy financial, legal and regulatory retention requirements. These policies also provide directions for the proper disposal of records that have been kept for the required periods. In accordance with these policies, in the event of litigation or governmental investigation, please consult the Company's divisional Law Department. USE COMMUNICATIONS SYSTEMS ONLY FOR BUSINESS Company communications systems are only for Company business. This includes all computer telecommunications and word processing equipment the Company owns or leases as well as all remote computing services used by the Company, including the Internet. All Manulife Financial electronic mail and voice mail systems (including data on these systems), Internet access and computers are the Company's property. Authorized employees may periodically check on these systems to correct network problems and to ensure they are properly ~~Computer Sciences Corporation Page 85 of 99 LLH-V2 Confidential and Proprietary Information~~

used and secure. You cannot expect any personal privacy for communications that you send, receive or store on these systems. FOR MORE GUIDANCE See the following sections in this Code: - Ethics in your business relationships - Conflicts of interest - Ethics and the law See the following related policies: - Disclosure Policy - the INFORMATION SECURITY MANAGEMENT PROGRAM DATABASE FOR: - Information Security Program - Internet Use Policy & the Internet Use Policy FAQ & - the Information Classification & Handling Standards - Privacy Code - Records Retention Schedule Authorization Topic: CODE OF BUSINESS CONDUCT AND ETHICS - ETHICS & THE LAW VII - ETHICS AND THE LAW Manulife Financial is committed to operating within the laws and regulations of every jurisdiction in which it operates. KNOW AND COMPLY WITH THE LAW You should obtain an understanding of the laws that affect your work. Make sure your business conduct complies with those laws. Report violations quickly and manage them properly if they occur in an area you manage. A formal compliance management program is in place at Manulife Financial. It is designed to promote consistent management and monitoring of compliance with laws and regulations in all Company operations. If you have a concern relating to compliance, consult the procedures described in the section of this Code titled "Where to go for help". If you belong to a professional association, you are also expected to abide by that association's governing rules of professional responsibility and conduct. ~~Computer Sciences Corporation Page 86 of 99 LLH-V2 Confidential and Proprietary Information~~

MANAGE ASSETS PROPERLY Customers expect that the money they entrust to the Company will be handled responsibly. If you have access to customer funds, you must make sure customer funds are handled in a trustworthy manner. Every division has procedures and standards to help protect and account for all funds under management and to prevent carelessness, fraud or dishonesty. IDENTIFY AND REPORT FRAUD AND THEFT As a provider of financial services, Manulife Financial is vulnerable to loss from dishonesty and fraud. Fraud can take many forms, such as mishandling of money, theft of cash or property, money laundering, terrorist financing, misrepresentation and falsification or forgery of documents. Dishonesty, combining personal and business funds, and fraud are all illegal. It is management's responsibility to ensure there are proper internal controls to deter and detect fraud and other dishonest activities, but everyone in the Company must help. If you are aware of any suspicious activity, you have a duty to report it immediately to your manager and the Audit Services Department or divisional Special Investigation Unit, where applicable. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOUR You are encouraged to talk to appropriate personnel about suspected or potential illegal or unethical behaviour or when you are in doubt about the best course of action in a particular situation. Consult the procedures described in the section of this Code titled "Where to go for help" on reporting any suspected or potential illegal or unethical behaviour. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith. Directors, officers, employees, representatives and other associates are expected to cooperate in internal investigations of misconduct. FOR MORE GUIDANCE See the following sections in this Code: - Ethics in your business relationships - Conflicts of interest - Handling information See the following related policies: - Anti-Fraud Policy - Regulatory Compliance Management Policy - Anti-Money Laundering Policy ~~Computer Sciences Corporation Page 87 of 99 LLH-V2 Confidential and Proprietary Information~~

Topic: CODE OF BUSINESS CONDUCT AND ETHICS - OTHER RELATED POLICY DOCUMENTS VIII-A FINAL WORD Manulife Financial's reputation is the result of more than 100 years of dedication, quality service and ethical dealings. Keeping our good reputation depends directly on the decisions you make every day. This Code of Business Conduct provides standards and sets high expectations for directors, officers, employees, representatives, suppliers and other associates. However, as emphasized in the Code, your own good judgment is most important in ensuring that Manulife Financial remains an ethical company. OTHER POLICY DOCUMENTS The Company has related policies to help you deal with ethical issues. The following policies are corporate in nature and apply worldwide: - Anti-Fraud Policy - Anti-Money Laundering Policy - Regulatory Compliance Management Policy - Disclosure Policy - Diversity and Harassment Policies - the Information Security Management Program Database including: (i) Internet Use Policy & the Internet Use Policy FAQ (ii) Information Classification & Handling Standards - Insider Trading and Reporting Policy - Privacy Code - Protocol for Receipt and Treatment of Complaints Regarding Accounting or Auditing Matters - Records Retention Schedule - Staffing Policy ALSO, PLEASE REFER TO YOUR DIVISION FOR DIVISIONAL POLICIES SUCH AS: - Agent Code of Conduct - Alcohol Consumption Policy ~~Computer Sciences Corporation Page 88 of 99 LLH-V2 Confidential and Proprietary Information~~

- Code of Ethics for Personal Investing - Occupational Health and Safety Policy - Real Estate Division Code of Conduct and Compliance - Travel and Entertainment Policy In North America, you can access these policies @mfc. Elsewhere, contact your Human Resources Department. Topic: CODE OF BUSINESS CONDUCT AND ETHICS - FORM GUIDELINES (ACKNOWLEDGEMENT & CONFLICT OF INTEREST DISCLOSURE) IX - Guidelines for completing the Code of Business Conduct Acknowledgement and Conflict of Interest Disclosure Statement WHAT IS A CONFLICT OF INTEREST? A "conflict of interest" occurs when your private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole. A conflict situation may arise when you take actions or have interests that may make it difficult to perform Company work objectively and effectively. It is also a conflict if outside activities affect your judgment to act in the best interest of customers or other stakeholders. Please remember that: - you must conduct your outside activities or interests on your own time, not during your hours of employment with Manulife Financial - Manulife Financial resources, such as employees, equipment and supplies, may not be used for personal purposes - outside activities and family or personal relationships must not interfere with your ability to exercise good judgment or perform your duties in a satisfactory way. WHAT ACTIVITIES OR CIRCUMSTANCES SHOULD I REPORT? Circumstances that you should report as a potential conflict of interest. The types of activities you should report include: - you or a family member receiving a personal benefit, including a loan or guarantee of obligation from the Company, as a result of your position in the Company - having a job, trade or business outside Manulife Financial which could put you in direct or indirect competition with Manulife Financial, its suppliers, or others who have a contract with Manulife Financial - becoming an officer, agent or director of a for-profit company - reporting to or supervising a spouse, child, sibling, or parent, either directly or indirectly, at Manulife Financial or a subsidiary company ~~Computer Sciences Corporation Page 89 of 99 LLH-V2 Confidential and Proprietary Information~~

- having any family or other personal relationship with a Manulife Financial employee or service provider which could create the perception of a conflict of interest - any other situation that could reasonably appear to create a potential conflict of interest. HOW SHOULD I REPORT A POTENTIAL CONFLICT OF INTEREST? For officers, employees, representatives and other associates, where appropriate, you should also tell your manager about any real or possible conflicts of interest so that together you can address the issues involved. If you have discussed your situation with your manager, please indicate this on the disclosure form (see below) and include details. WHAT DOES THE COMPANY DO WITH THESE FORMS? If you report a potential conflict, the Human Resources Department and/or Law Department will review your disclosure statement on a confidential basis. The process varies, depending upon the type of activity or relationship you report. The objectives of the review are to: - assess whether you have any real or perceived conflict of interest, and - take appropriate measures to address any conflict. The Human Resources Department and/or Law Department may contact you for more details. You may also be asked to respond to any concerns raised by the review. Your manager may also take part in these discussions with you. Any understandings or agreements reached as a result of these discussions will be put in writing in an acknowledgement letter to you, together with a copy of your disclosure form, and filed with the Human Resources Department. WHAT SHOULD I DO IF MY SITUATION CHANGES? It is your responsibility to keep the information you report up-to-date by filing a new disclosure form. You can obtain the form from your divisional Human Resources Department or at @mfc in North America. WHO SHOULD I CONTACT IF I HAVE QUESTIONS OR CONCERNS? You may contact either Human Resources or the Law Department on a confidential basis if you have any questions or concerns about these guidelines or filing your report. MEMBERS OF THE BOARD OF DIRECTORS Members of the Board of Directors should address any real or possible conflicts of interest with the Company's General Counsel. Individual directors may also retain outside advisors, at the Company's expense, to provide advice on any matter before the Board or a Board Committee with the prior approval of the Corporate Governance & Nominating Committee. It is the responsibility of every member of the Board of Directors to keep relevant information up to date by filing a new disclosure form. The form should be filed with the Corporate Secretary. A member of the Board of Directors may contact the Corporate Secretary on a confidential basis regarding questions or concerns about these guidelines or filing a disclosure form. SEE CODE OF BUSINESS CONDUCT ACKNOWLEDGEMENT AND CONFLICT OF INTEREST DISCLOSURE FORM HR2200EN ~~Computer Sciences Corporation Page 90 of 99 LLH-V2 Confidential and Proprietary Information~~

(ACKNOWLEDGEMENT & CONFLICT OF INTEREST DISCLOSURE) X - Code of Business Conduct Acknowledgement and Conflict of Interest Disclosure Statement COMPANY POLICIES AND GUIDELINES I acknowledge that throughout the course of my employment/relationship with the Company, I agree to adhere/have and will continue to adhere to the Code of Business Conduct and related corporate policies and guidelines of Manulife Financial Corporation and its related companies. ("Manulife Financial"). CONFLICT OF INTEREST I have read and agree to follow the requirements for reporting potential conflicts of interest described on the other side of this form and in Manulife Financial's Code of Business Conduct. I also agree to update the information I report on a continuous basis. PLEASE CHECK ONE OF THE BOXES: I have no potential conflict of interest. I have a potential conflict of interest as described below. (Provide details, including the name of any outside employer, organization or business, the position you hold, a description of the family or personal relationship involved, etc.) I HAVE DISCUSSED THIS POTENTIAL CONFLICT WITH MY MANAGER OR OTHER APPROPRIATE PERSONNEL. [ ] No [ ] Yes (please provide date and a brief description) Date(d/m/y) Description PERSONAL DETAILS AND SIGNATURE ---------------------------------------- Name (first, middle initial, last) ---------------------------------------- --------------------------------- Title Business Unit or Branch ---------------------------------------- Manager's Name ---------------------------------------- --------------------------------- Date Signed (d/m/y) Signature

SEND COMPLETED DISCLOSURE FORM TO YOUR DIVISIONAL HUMAN RESOURCES DEPARTMENT OR CLICK TO SUBMIT. ~~Computer Sciences Corporation Page 91 of 99 LLH-V2 Confidential and Proprietary Information~~

SCHEDULE C - SERVICE LOCATIONS CSC Data Center 9305 Lightwave Ave San Diego, CA USA 93901 ~~Computer Sciences Corporation Page 92 of 99 LLH-V2 Confidential and Proprietary Information~~

SCHEDULE D - INCIDENT MANAGEMENT PROCEDURES To be mutually agreed upon by CSC and Customer on a case by case basis in each Exhibit and Work Assignment to the Agreement ~~Computer Sciences Corporation Page 93 of 99 LLH-V2 Confidential and Proprietary Information~~

SCHEDULE E - PROBLEM MANAGEMENT PROCEDURES To be mutually agreed upon by CSC and Customer on a case by case basis in each Exhibit and Work Assignment to the Agreement ~~Computer Sciences Corporation Page 94 of 99 LLH-V2 Confidential and Proprietary Information~~

SCHEDULE F - CHANGE MANAGEMENT PROCEDURES To be mutually agreed upon by CSC and Customer on a case by case basis in each Exhibit and Work Assignment to the Agreement ~~Computer Sciences Corporation Page 95 of 99 LLH-V2 Confidential and Proprietary Information~~

SCHEDULE G - DISPUTE RESOLUTION PROCEDURES 1. DISPUTES - INITIAL REFERRAL TO MANAGEMENT The Parties shall first attempt to resolve all Disputes by submitting such Disputes, for review, consideration, discussion and resolution by, to the Joint Management Committee. If the Joint Management Committee does not reach resolution of such Dispute within five (5) business days of the referral, then the Parties shall proceed in accordance with Section 2 of this Schedule. 2. SENIOR EXECUTIVES In the event that a Dispute cannot be resolved pursuant to section 1 above, the Dispute shall be referred to, in the case of Customer, John C. Mather, Senior Executive Vice President and Chief Administration Officer and in the case of CSC, to Jon Taute, Customer Executive, or any other individual holding the same or similar title, for review, consideration, discussion and resolution. If such individuals, or their designated representatives are unable to resolve the Dispute within five (5) business days after the referral of the matter to them, the Parties shall submit the Dispute for resolution pursuant to Section 3 of this Schedule. 3. RESOLUTION OF UNRESOLVED DISPUTES (i) Except with respect to Disputes concerning: i. The right of either Party to apply to a court of competent jurisdiction for an interim or interlocutory injunction or other provisional remedy to preserve the status quo or prevent irreparable harm; or ii. Any Disputes that may arise in connection with the ownership of any Intellectual Property right(s) or in respect of any claim for contribution or indemnity for any third party infringement or any claim involving third parties; or iii. Any Disputes that may arise in connection with a breach of a Party's obligations of confidentiality hereunder, If any Dispute is not resolved pursuant to Section 2 above, either Party may within fifteen (15) calendar days after the completion of the procedures set forth in Section 2, refer such Dispute to mediation by serving written notice of its intention to mediate the Dispute to the other Party in accordance with Section 4 below. 4. MEDIATION (a) In the event that any Dispute arises between the Parties in relation to this Agreement, or out of this Agreement, and the Dispute is not resolved in accordance with the procedures contemplated above, the Parties agree to submit the Dispute to mediation. The Parties further agree that their participation in mediation is a condition precedent to any Party pursuing any other available remedy in relation to the Dispute. ~~Computer Sciences Corporation Page 96 of 99 LLH-V2 Confidential and Proprietary Information~~

(b) Any Party to the Dispute may give written notice to the other Party of its desire to commence mediation, and a mediation session must take place within fifteen (15) days after the date that such notice is given. The Parties must jointly appoint a mutually acceptable mediator within five (5) days after a Party has given notice of its desire to mediate a Dispute failing which, the Parties may agree to have one appointed by the American Arbitration Association or such other organization or person agreed to by the Parties. (c) The Parties agree that the mediation will be conducted in accordance with the Commercial Mediation Procedures of the American Arbitration Association ("AAA") or such other rules as are recommended by the mediator and the Parties shall share the cost of mediation equally. Any settlement reached by mediation shall be resolved in writing, shall be signed by the Parties and shall be binding on them. (d) If the Parties fail to resolve the Dispute to their mutual satisfaction within fifteen (15) days following the date the Parties agree that mediation should be tried, either Party may by notice to the other require the Dispute to be resolved by binding arbitration as set out in Section 5 below. 5. Arbitration (a) Except for the right of either Party to apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or Disputes relating to breach of the confidentiality, non-disclosure or intellectual property provisions of this Agreement, all Disputes and other matters relating to breach of this Agreement or an Exhibit or Work Assignment, and which cannot be resolved by the Parties in accordance with the provisions set out above, shall be settled by arbitration in accordance with this Agreement. (b) Notice requesting arbitration, or any other notice made in connection therewith, shall be made in writing by one Party and sent by certified mail, return receipt requested, to the other Party. The notice requesting arbitration shall state in particular all issues to be resolved in the view of the complaining Party, shall appoint the arbitrator selected by the complaining Party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) days and no later than ninety (90) days from the date that the notice requesting arbitration is mailed. Within twenty (20) days of receipt of the complaining Party's notice, the respondent shall notify the complaining Party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the Parties signed by both arbitrators within thirty (30) days from the date of the appointment of the second arbitrator. The three (3) arbitrators shall constitute the Arbitration Board ("Board"), (c) All arbitrations shall take place in the State of Delaware. All arbitration shall be conducted in the English language. (d) The members of the Board shall be impartial and disinterested and unless otherwise mutually agreed shall be professionals familiar with insurance and the information ~~Computer Sciences Corporation Page 97 of 99 LLH-V2 Confidential and Proprietary Information~~

technology industries, or (ii) active or former officers of management employees of insurance and information technology companies. The person selected by the two respective arbitrators appointed by the Parties shall be the umpire or chief arbitrator. (e) Arbitration shall be conducted in accordance with the Commercial Rules of the AAA then in effect except as modified herein. (f) The Parties agree that all then current employees or subcontractor of each with material relevant information will be voluntarily produced, at the employer's expense for all proper discovery and arbitration hearings. (g) The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each Party shall bear its own expenses for legal fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under this Agreement prior to the award. (h) The Parties agree that the arbitrators shall be required to render their decision in writing within thirty (30) days of the conclusion of the proceedings, unless such time shall be extended by mutual agreement of the Parties. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the Parties, the terms of this Agreement, and custom and usage of the insurance and information technology industry. Such decisions shall be in writing and be binding on the Parties in respect of all matters relating to the arbitration and shall state the findings of fact and conclusions of law upon which the decision is based, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, (ii) include a suspension of this Agreement or any provisions hereof, or (iii) render a decision which, if reached by a trial court, would be vacated, modified or corrected in whole or in part under the standard of review used by appellate courts reviewing a trial court decision. The decision shall be based exclusively upon the evidence presented by the Parties at a hearing in which evidence shall be allowed. There shall be no appeal from the determination of the arbitrator to any court. The decision may be entered by either Party in any court having jurisdiction. (i) Each of the Parties agrees to co-operate promptly and fully with the other Party with respect to all aspects of arbitration, including the appointment of the arbitrator and compliance with any requests or orders of the arbitrator. 6. DISPUTES EXCLUDED FROM ARBITRATION The following types of Disputes, unless otherwise agreed in writing by the Parties are excluded from arbitration: (a) intellectual property and intellectual property rights; (b) Confidential Information, (except for disputes related to Customer Information, including privacy of Customer Information which at the sole discretion of Customer may be an excluded Dispute); ~~Computer Sciences Corporation Page 98 of 99 LLH-V2 Confidential and Proprietary Information~~

(c) third party claims; (d) appropriate Fees to be charged for Change orders or other changes to the Fees, other than Benchmarking disputes which shall be submitted to arbitration or disputes as to whether a particular service is in-scope and should be included in the Services; (e) Amending or re-setting previously mutually agreed to Service Levels; and (f) Customer's termination of this Agreement or any Exhibit or Work Assignment. 7. CONFIDENTIALITY OF DISPUTES The Parties agree that the existence of any Dispute being resolved under this Agreement and any steps or proceedings taken by the Parties in connection therewith shall be deemed to be Confidential Information of the Parties. ~~Computer Sciences Corporation Page 99 of 99 LLH-V2 Confidential and Proprietary Information~~

EX-99.24(B)(8)(A)II 5 b74813a1exv99w24xbyx8yxayii.txt EX-99.24(B)(8)(A)(II) ADDENDUM NUMBER 2 TO THE REMOTE SERVICE EXHIBIT NUMBER 1 THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. ADDENDUM NO. 2 TO THE REMOTE SERVICE EXHIBIT NUMBER 1 This Addendum is deemed effective July 1, 2006, and is hereby made a part of and incorporated into that Remote Service Exhibit by and between COMPUTER SCIENCES CORPORATION ("CSC") and JOHN HANCOCK LIFE INSURANCE COMPANY AS THE SUCCESSOR IN INTEREST TO THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) ("Customer"), dated May 1, 2002 (the "Exhibit"). In the event that any provision of this Addendum and any provision of the Exhibit are inconsistent or conflicting, the inconsistent or conflicting provision of this Addendum shall be and shall constitute an amendment of the Exhibit and shall control, but only to the extent that such provision is inconsistent or conflicting with the Exhibit. CSC and Customer hereby agree to amend the above referenced Exhibit as follows: 1. Paragraph 3.1 of the Exhibit is hereby deleted and replaced with the following: 3.1 Initial and Renewal Terms. Subject to termination as hereinafter provided, this Exhibit shall remain in force and effect through June 30, 2011 (the "Initial Term"), and thereafter, CSC and the Customer may, by mutual agreement, extend this Exhibit beyond the Initial Term for successive periods as they may agree (each a "Renewal Term") in accordance with and subject to the following: a. CSC shall provide to Customer, at least 12 months prior to the end of the Initial Term, either 1. a notice of its intention not to renew; or 2. a proposal outlining CSC's proposed charges for a renewal term of the following durations: 2.1 a one-year renewal term; and 2.2 a three-year renewal term. b. Customer will consider CSC's proposal and provide at least 10 months' prior written notice to CSC of its intention to either extend this Exhibit for a Renewal Term or to terminate. c. If Customer and CSC agree to the terms for a Renewal Term, such Renewal Term will commence upon the expiration of the Initial Term or the current Renewal Term, as the case may be. d. If Customer has provided notice to CSC of its intention to terminate, or allows the Exhibit to expire, but requires more time to facilitate the orderly transition of the Services back to Customer, its Affiliates or to another third party service provider, the Customer may elect to extend the term of this Exhibit: 1. on a one-time basis, for a term not to exceed six months; or 2. on a one-time basis, for an additional one-year term. e. The rates that shall apply for an extension for up to six months if so elected by the Customer shall be the rates currently being charged to the Customer for the Services being provided at 1 the time of such election. The rates that shall apply for the one-year period, if so elected, shall be the one-year rates stated in CSC's end of term proposal. 2. Paragraph 3.2 (d) of the Exhibit is hereby deleted and replaced with the following: 3.2.d by written notice of termination from Customer to CSC at least one hundred eighty (180) days prior to the effective date of termination and payment of the termination fee set forth below; or
Effective date of termination Termination Fee --------------------------------------- --------------- From July 1,2006 through June 30, 2007 [*] From July 1, 2007 through June 30, 2008 [*] From July 1, 2008 through June 30, 2009 [*] From July 1, 209 through June 30, 2010 [*] From July 1, 2010 through June 30, 2011 [*]
3. Paragraphs 4.1 and 4.2 of the Exhibit are hereby deleted and replaced with the following: 4.1 Processing Charge Components. CSC shall charge and Customer shall pay processing fees for actual production and development machine utilization utilizing the following measures: a. CPU utilization will be charged based upon IBM 3090/600J CPU utilization; b. DASD utilization will be charged based upon megabyte-months utilized; c. Tape utilization will be charged based upon gigabytes transferred to tape. 4.2 Processing Charges. Processing fees will be charged on a monthly basis as defined in the following rate schedules. a. Production processing will be charged as set forth below:
PRODUCTION MACHINE July 1, 2006 July 1, 2007 July 1, 2008 July 1, 2009 July 1, 2010 CHARGE through June through June through June through June through June SCHEDULE 30, 2007 30, 2008 30, 2009 30, 2010 30, 2011 -------------------- ----------------------- ------------ ------------ ------------ ------------ ------------ Prime-time CPU hours 7am CT to 4pm CT Monday through Friday $ 158 $ 152 $ 146 $ 141 $ 137 Non-prime CPU hours From 4pm CT until 7am CT Monday through Friday; Saturdays, Sundays and legal holidays $ 63 $ 61 $ 59 $ 57 $ 55 CICS 12:00am through 11.59pm Sunday through Saturday $ 197 $ 190 $ 183 $ 177 $ 171
2 Tape 12:00am through 11.59pm Sunday through Saturday $ 6.09 $ 5.86 $ 5.65 $ 5.46 $ 5.27 DASD (disk space) 12:00am through 11.59pm Sunday through Saturday $0.037 $0.035 $0.034 $0.033 $0.032

b. Development processing will be charged as set forth below:
DEVELOPMENT MACHINE July 1, 2006 July 1, 2007 July 1, 2008 July 1, 2009 July 1, 2010 CHARGE through June through June through June through June through June SCHEDULE 30, 2007 30, 2008 30, 2009 30,2010 30, 2011 -------------------- ----------------------- ------------ ------------ ------------ ------------ ------------ ~~Prime-time CPU 7am CT to 4pm CT hours Monday through Friday $227 $218 $210 $203 $196~~
3 Non-prime From 4pm CT until CPU hours 7am CT Monday through Friday; Saturdays, Sundays and legal holidays $ 91 $ 87 $ 84 $ 81 $ 79 CICS 12:00am through 11.59pm Sunday through Saturday $ 283 $ 273 $ 263 $ 254 $ 245 Tape 12:00am through 11.59pm Sunday through Saturday $ 8.74 $ 8.42 $ 8.12 $ 7.84 $ 7.58 DASD (disk space) 12:00am through 11.59pm Sunday through Saturday $0.052 $0.051 $0.049 $0.047 $0.045

c. It is understood that the above prices are for mainframe processing of Customer's installation of System. Customer and CSC agree that should Customer elect to re-platform or upgrade System to a mid-tier processing environment, that CSC will use commercially reasonable efforts to price the mid-tier processing services competitively, and that the mid-tier processing for Customer's Vantage-One components of system shall be consistent or lower than then- current mid-tier processing prices for Vantage-One charged to Manulife's affiliates. For further clarity, Section 4.2 of Agreement is still applicable. d. Contract Increases. If there is an increase in active Contracts processed for Manulife and its Affiliates globally, including Customer, such that the total active Contracts exceed 1,600,000, then CSC will take advantage of any increased economies of scale related to providing substantially increased volume of service to the expanded business. CSC and Customer will perform a due diligence process to determine potential economies of scale. Customer and CSC will, in good faith, agree on reasonable price reductions in Processing Fees as defined in Section 4.2 (a) and 4.2 (b) of this Exhibit. 4. License to WMA. For further clarity and notwithstanding anything to the contrary in the Exhibit, CSC hereby acknowledges and agrees that Customer shall have the right, subject to compliance with the applicable terms of the Agreement and the Exhibit during the Initial Term or any Renewal Term to in- source or have transferred to its Outsourcer for use on Customer's behalf the Wealth Management Accelerator ("WMA"), without payment of any additional license fees. The use of WMA shall be in accordance with the terms of the License Exhibit attached hereto as Schedule 1, which is a License Exhibit to the Agreement. 5. License to Vantage One. For further clarity, notwithstanding Section 3.10 of the Exhibit, CSC hereby acknowledges that Customer has the right to license the Vantage One Software Product without payment of any license fees. Customer shall, however, enter into a minimum three year term Enhancement and Support Exhibit for the Vantage One Software Product with the rates for such Enhancement and Support to be mutually agreed by the Parties acting in good faith and in a commercially reasonable manner. 4 Termination or non-renewal of Enhancement and Support services after the initial three year term shall not affect Customer's use of the Vantage One Software product. Such license to Vantage One will be pursuant to a license exhibit that is substantially the same as the License Exhibit attached as Schedule 1. CSC and Customer certify by their undersigned authorized agents that they have read this Addendum and the Exhibit and agree to be bound by their terms and conditions. CSC CUSTOMER JOHN HANCOCK LIFE INSURANCE COMPANY COMPUTER SCIENCES CORPORATION By: /s/ MICHAEAL W. RISLEY By: /s/ JOHN C. MATHER ------------------------------ -------------------------------------- (Authorized Signatory) (Authorized Signatory) (in non-black ink, please) (in non-black ink, please) MICHAEAL W. RISLEY JOHN C. MATHER ------------------------------ -------------------------------------- (Printed Name) (Printed Name) SENIOR EXECUTIVE VICE PRESIDENT & PRES, LIFE & ANNUITY DIV FSG CHIEF INFORMATION & TECHNOLOGY OFFICER ------------------------------ -------------------------------------- (Title) (Title) 9-19-06 SEPT. 13/2006 ------------------------------ -------------------------------------- (Execution Date) (Execution Date) 5 SCHEDULE 1 WEALTH MANAGEMENT ACCELERATOR LICENSE EXHIBIT #[NUMBER] AND/OR VANTAGE ONE LICENSE EXHIBIT #[NUMBER] This Vantage-One License Exhibit is deemed effective_______________________, and is hereby made a part of and incorporated into that CSC Customer Agreement between COMPUTER SCIENCES CORPORATION ("CSC") and JOHN HANCOCK LIFE INSURANCE COMPANY AS SUCCESSOR IN INTEREST TO HE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) ("Customer") dated effective December 15, 2000 (the "Agreement"). 1. LICENSE GRANT CSC grants Customer, to use for itself and its Affiliates, a perpetual, personal, nonexclusive, nontransferable license to use the Software Product identified below (the "Licensed System") and more fully described in Schedule 1 hereto on the terms stated in this Exhibit and the Agreement. The license shall be limited to Customer's processing annuities issued in Japan and underwritten and obligation to pay the annuitants assumed by Customer or a Customer Affiliate. CSC reserves all rights not expressly granted to Customer. The Licensed System includes the most current commercially available release as of the date of delivery and all future releases delivered to Customer pursuant to any Exhibit providing for support of the Licensed System. The Licensed System includes the following elements: [X] Wealth Management Accelerator ("wmA") (DB2 mid-tier version) (source code) [X] Vantage One wmA are computer programs designed to work with CSC's Vantage One Software Product, and is licensed to Customer for use at the same locations and subject to the same terms and conditions as Customer's license to Vantage One Software Product. Notwithstanding anything to the contrary in this Section 1, CSC and Customer agree that the Licensed System shall include the version used by CSC in live production processing under that Remote Services Exhibit Number 1 to the Agreement as of the effective date hereof. 2. SCOPE OF LICENSE Customer shall only use a single logical production copy of the Licensed Software to process the data of Customer and its Affiliates under that Remote Service Exhibit Number 1 to the Agreement dated May 1, 2002 . Customer shall not use the Licensed System to process the data of any third party, such as by providing service bureau or outsourcing services. Customer may make additional copies of Documentation for the Licensed System as reasonably necessary for use of the Licensed System within the scope of Customer's license. 3. SITE Mid-tier version Software Products which execute using versions of Microsoft Windows, Unix or AIX operating systems on server-based data processing equipment located at Customer's facilities at _______________ or at the facilities of Customer's third party Outsourcers. 6 Upon thirty (30) days prior written notice to CSC, Customer may change the data center to another Customer facility located in Canada, United States, United Kingdom, Hong Kong or Japan ("Approved Areas"). However, Customer must always seek the prior written consent of CSC for any transfer of the Licensed System to another location outside of such Approved Areas; CSC agrees it will not withhold its consent to change Customer's authorized location unless CSC has reason to believe the confidentiality of the Licensed System will be compromised. Customer shall keep accurate records of all locations at which any of the Licensed System is installed, and shall provide such records to CSC upon request. 4. TERM Unless terminated according to the terms of the Agreement, this Exhibit and the license granted by this Exhibit shall be in effect for a term beginning on the effective date of this Exhibit and continuing thereafter. 5. DELIVERY CSC will make, and Customer will take, delivery of one copy of the code and documentation that comprises the Licensed System. Delivery shall be made by any means generally accepted in the data processing industry and reasonably selected by CSC and Customer. CSC shall assume all risks of loss or damage to the Licensed System's physical media while in transit to the Customer. Upon delivery of the Licensed System to Customer, Customer shall assume risk of loss and damage to the Licensed System. In order to avoid maintaining multiple versions of the Licensed System, CSC may include program code which Customer is not licensed to use along with the copy of the Licensed System distributed to Customer. CSC will identify any modules or enhancements that are delivered to Customer and that Customer is not licensed to use. Customer agrees that it will use only those portions of the Licensed System to which it holds a license from CSC, except to the extent that program code that CSC has licensed to Customer requires the use of the unlicensed portions. 6. FEES: NONE 7. CUSTOMER'S AFFILIATES' CONFIDENTIALITY Customer may disclose the Licensed System to Customer's Affiliates' employees and Outsourcers required to receive such disclosure for Customer to process, maintain or modify the Licensed System provided Customer has obligated each such employee and Outsourcer, as the case may be, to confidentiality obligations substantially similar as those delineated in the Agreement. 8. CUSTOMER RESPONSIBILITIES Except as expressly provided herein, or in a Work Assignment or other Exhibit, provision of the technical environment required by the Licensed System, installation of the Licensed System, conversion of data files, and training of Customer's employees shall be the sole responsibility of Customer. CSC may agree to assist Customer with such responsibilities on a Time and Materials Basis with such rates and scheduling subject to mutual agreement. CSC and Customer certify by their undersigned authorized agents that they have read this Addendum and Exhibit No. 1 and agree to be bound by their terms and conditions. 7 CSC CUSTOMER COMPUTER SCIENCES CORPORATION JOHN HANCOCK LIFE INSURANCE COMPANY By: By: ------------------------------------ --------------------------------- (Authorized Signatory) (Authorized Signatory) (in non-black ink, please) (in non-black ink, please) ------------------------------------ --------------------------------- (Printed Name) (Printed Name) ------------------------------------ --------------------------------- (Title) (Title) ------------------------------------ --------------------------------- (Execution Date) (Execution Date) 8 SCHEDULE 1 TO THE WEALTH MANAGEMENT ACCELERATOR LICENSE EXHIBIT #[NUMBER Wealth Management System, VANTAGE-ONE and RPS Overview PURPOSE The purpose of this document is to provide a summary-level description of the Wealth Management System, the VANTAGE-ONE Annuity Administration System and the Repetitive Payment System (RPS), which will either be utilized or have components utilized by Customer in a manner defined in the Remote Service Exhibit 1. Customer recognizes that this document is not intended to be a full and complete specification or description of each of these Systems and their components. System documentation governs with regard to functionality and processing. Inputs Currently, the VANTAGE-ONE Administration System and Repetitive Payment System (RPS) have different transactions for adding contracts, applying payments and processing contract changes. Under the Wealth Management System, these separate transactions will be combined into one type of transaction for initial setup of the contract, payment of premiums for accumulation or purchase of a distribution stream and processing of contractual or client changes. The stream of input transactions can be processed either as an XML schema (support for a subset of the TX Life transactions will be provided) or as sequential files defined by copybooks. The Wealth Management System will include a limited license to the XMLGateway System for data translation and data transformation of the input files. Outputs Currently, the VANTAGE-ONE Administration System and RPS produce separate files that are used to interface with corporate systems such as: - General Ledger - Check writing and reconciliation - Electronic Funds Transfer - Policy Reserves - Tax Reporting - Contract holder Statements - Commissions Under the Wealth Management System, these functions will be consolidated into a single file. Audit and control functions will be supported through a separate set of outputs. 9 The output files will be produced as XML schemas using the XMLGateway System. However, the commission file will continue to be supported for the short term as a sequential copybook format complying with the VANTAGE-ONE Commission Extract file for use by customers who also use CSC's PerformancePlus System or Distribution Support System. Business Rules Currently, the VANTAGE-ONE Administration System and RPS maintain separate sets of business rules established as a series of user-maintained business rules tables. While there are some common functions (such as the definition of general ledger account information), many of the business rules are specific to the function of each system. Under the Wealth Management System, the business rules will be combined into a single set of user-maintained tables. Functions that are common to both systems will be consolidated into a single user-defined business rules. Functions that are specific to either wealth accumulation or wealth distribution will be maintained as distinct business rule tables, but under a common architecture. The general approach to maintaining user-defined business rules in the Wealth Management System will follow the design of the VANTAGE-ONE Product Wizard. The Wealth Management System will include a limited license for use of the Visual Product Modeling System (VP/MS). In addition, the integration points established with the VANTAGE-ONE System will be provided to customers of the Wealth Management System. These integration points provide a generalized methodology of making data resident in the administration system available for use in formulas and processes developed in VP/MS. Database Currently, both the VANTAGE-ONE Administration System and RPS have separate relational databases. Each of the two databases has some similarities regarding basic information such as contract data, transaction data and business rules. However, since each system was developed and enhanced as separate solutions over a period of time, there are significant differences in how these common functions are represented in each system's database. Under the Wealth Management System, a single database will be developed that supports both the common elements of wealth accumulation and wealth distribution (through the use of common database definitions) but which also allows the wealth accumulation and wealth distribution functions to be represented in a single database. Specific examples of how this consolidation will be developed include: - A single client will be established - A single contract will be created - Transactions will be recorded in a single set of database segments 10 - Variable pricing information (daily fund values) will be combined into a single set of database segments - A single scheduled activity file will be used to drive internal processing for contracts (combining both accumulation and distribution functions) Business Processing Functions Currently, the VANTAGE-ONE Administration System and RPS have some common business processes such as adding a contract, applying a payment, processing a withdrawal. However, each system has been developed independently to meet the needs of specific business situations. Within the Wealth Management System, the common business processes will be consolidated. The following list of business processes identifies the most common functions that will be combined during development of the Wealth Management System. However, customer input will be solicited to validate the usefulness of the combination process and whether-or-not other business processes should also be considered: - New Policy add process - Deposit - Payment process (including the ability to support multiple payments for wealth distribution functions) - Surrender / Withdrawal processing - Client maintenance - EFT processing (including the ability to pre-note during the wealth accumulation phase of a contract) - Flexible Asset Variation (including the ability to have one investment fund used for wealth distribution purposes that has multiple daily prices based on contract attributes) - Unit Value Price correction processing (including the ability to automate the correction of a "bad price" and the calculation and reporting of corresponding gains and losses) - Portfolio Rebalancing on a periodic or one time basis - Dollar Cost Averaging for moving amounts from fixed to variable investment funds on a scheduled basis - Scheduled Systematic Withdrawal processing (both from the accumulation and distribution values of a contract) - Federal and State Tax withholding - Beneficiary processing (including the ability to have multiple beneficiaries both for accumulation and distribution) 11 - Payee processing (including the ability to disburse amounts to multiple payees in addition to the contract owner or beneficiary) - Required Minimum Distribution (a single function for both accumulation and distribution) - Cost of living adjustment for Wealth Distribution - Backdate / Reversal processing (with the ability to automatically backdate or reverse to any prior point in the life of the contract), with Customer and CSC agreeing that as used in this Amendment, the term "backdating" shall not mean the backdating of documents or transactions - Alignment of transaction codes Environment The Wealth Management System will be developed to operate in a single, consolidated environment with a single, consolidated set of job control procedures. Customer will have a license and enhancement and support services for the server- based version of Wealth Management System subject to terms within the Remote Service Exhibit 1 to which it is attached License, enhancement and support services for another environment shall be subject to mutual agreement. CSC will provide conversion routines to convert base VANTAGE-ONE Service Pack 19 and base RPS Service Pack 19. [The remainder of this page has been intentionally left blank.] EX-99.24(B)(8)(B)(I) 6 b74813a1exv99w24xbyx8yxbyxiy.txt EX-99.24(B)(8)(B)(I) MERGER AGREEMENT MERGER AGREEMENT THIS AGREEMENT made this 2nd day of August, 2001 BETWEEN: THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.), a life insurance company incorporated under the laws of Michigan (hereinafter referred to as "Manulife USA") OF THE FIRST PART AND THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA a life insurance company incorporated under the laws of Delaware (hereinafter referred to as "MNA") OF THE SECOND PART WHEREAS the parties hereto propose to apply to the Commissioner of The Office of Financial and Insurance Services for approval of merger pursuant to the provisions of section 500.7604 of the Michigan Insurance Code (the "Act"); and WHEREAS the parties hereto propose to apply to the Commissioner of the Insurance Department of the State of Delaware for approval of merger pursuant to section 4930 of the Delaware Insurance Code; NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows: 1. AGREEMENT TO MERGE: MNA shall be merged with and into Manulife USA pursuant to the provisions of the Act on the Effective Date. Manulife USA shall continue as the survivor company (the "Company") upon and subject to the terms and conditions and in the manner hereinafter set out. On the Effective Date, Manulife USA and MRC shall file such documents with the Commissioner of the Office of Financial and Insurance Services as may be required to complete the merger. 2. NAME: The name of the Company shall continue to be "The Manufacturers Life Insurance Company (U.S.A.)". 9278349 Page 1 of 3 3. HEAD OFFICE: The statutory home office of the Company shall continue to be located in the City of Bloomfield Hills, in the State of Michigan. 4. STOCK COMPANY: The Company shall continue to be a stock life insurance company. 5. DIRECTORS: The Directors of the Company shall continue to be those Directors of Manulife USA then serving immediately prior to the Effective Date. 6. ARTICLES: The Articles of Manulife USA in existence immediately prior to the Effective Date shall continue to be the Articles of the Company. 7. BY-LAWS: The By-Laws of Manulife USA in existence immediately prior to the Effective Date shall continue to be the By Laws of the Company. 8. ASSETS AND LIABILITIES: On the Effective Date, all the assets and liabilities of MNA shall become, by operation of law, the assets and liabilities of the Company. 9. CONDITIONS: The merger contemplated herein is subject to the receipt of all prior approvals required under Michigan law, Delaware law, and the laws of the jurisdictions in which Manulife USA and MNA are licensed to do business. 10. EFFECTIVE DATE: The merger contemplated herein shall be effective at 12:01 a.m. on January 1, 2002, unless amended by the parties in writing. 11. TERMINATION: The approval of this Agreement by the stockholders of each of Manulife USA and MNA entitled to vote on the merger shall not preclude the directors of either of the parties hereto from deciding to terminate this Agreement, prior to the Effective Date. The Termination of the Agreement shall be in writing and shall be made in the form and subject to the conditions contained in the Agreement to Merge. 12. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of Michigan. THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.) Per: /s/ Stephen L. Rosen ----------------------------------- Stephen L. Rosen Assistant Secretary 9278349 Page 2 of 3 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA Per: /s/ James D. Gallagher ----------------------------------- James D. Gallagher Secretary and General Counsel 9278349 Page 3 of 3 GRAPHIC 8 b74813a1b7481301.gif GRAPHIC begin 644 b74813a1b7481301.gif M1TE&.#EAG@`U`.8```<2.)2HN8B5I.3M\B4S4-?J\E5E>'2&F`D31A@F2>OU M^LP;.\Q>_V^>/P]6F!FWZ2J:.SP'R;MBY"9RFF&J+[)TI.BL.;T^#5+=,S>ZJ6[S!@O7\OC[L/4X*C"T*R]S*JUP>WW M^MWH[WJ#CCI/;+7+V[O1WO+Z_+O$T(^ M=-O?Y*_%V/?[_<+:V5^H4UHD8^=L&U]D5=]HF%O@9^XS(VS MRT)1`#4```?_@'^"@X2%AH>(B8J+C(9^C9"1DI.4E9:3?H^(F9>=GI^@ MH81]?9J%?'P5`T^FHJZOL*!'&'V'?F<0`@.ML;VA?D\:%8A\?7Q_QXW)D20I MM8/%J@<;9W][UGO'7\.^BZC=IR`)"Q\5SX,5=0\8RX? MNX)[I$\OW'`!-ZD=+#\[0JQX4,)8,B8+WKPP>,K8'UZ,(!`(4*I/"1\2$FPP M4N*:N3X+UF1Y0+!1GVNE?!W;8F/*@2(ZP<45&B`DGX%WDDZE/FB8FS$FJ MD*>#A"Q.!$AH`>"&FH:"_)S($P*)A8LM%^EQH,,"Q5<8*!3(<\`*"A1P_RZT MN/#@@U!C?2J`P$'&``A*)`+PF"!`0(,Q"#@8><:'BY,$#`8(#5O(3QHD57Z> M=>6!S,!!?F"H,'`F&3="3&B$"%`&21I(U_[TH0`AJX(>`)"4XF8A!X`>=393 MOHBE[P`<+V+WVH/'S8=1;FR8151J1H(+&,AXF&RK(Q,#!9#U!G!G5[('$@`0 MP()Q.+8(*9+P(.&Z5X4]?CYX\:")E)L03<@FB$%,<)#;$1VL$-,B7/CA`!)D M;$```RN<8>`=-/2W!QL(`&#&:>X1\D$!"5"PQ0%Q<'',)/QP`P4#*)=+'#CB0\`(!>#B!`_\*-P!`Q72W['`'`B@PT=YP M??A``1`!T#<`:"WV\0`$4_#C1Q]@$#`"",KM$9L?%6``!``S7-"$)IPDXH<. M9.CPAP8C!"7%E'>(`!H+"2#0`WM7AM6'!2,`T(($#)S3Z"5^\$'$&V#8)=L1 M3?IP90463$&>#"`(9\@37K#P4@=W5A`&`@A8<<*``R2:`!$@.MK*>`@8(,2E MH'R@PPX#V$6*!>G-P*(C%00`0`(-,%$'=XB8$`(3%6A018P8$(#`'3;$<-$` M*`"`P`$/!!GB'Q\$,"X4#V#KRA='I/)2'Q\8:`,/%;3'A0\A`*#&!Q_DV0@$ M,ZR3@@-GS@```"@!T"T%J8`-"+10`C(C$_)` M`PC40*4F"=!OM`OZ=E M)2]&",HUIJ:N`_`@`ASH0AW(YXG8/&`'M!I!`"[0`R`D(`0IL(`?B#""*0%A M!#=(P!JXM04D$(``$?``$FY``!=T$%XP"(`!CO`&!A2`:0`8`4L^0#5:<:`$ M#_#!`4*``P8N"#(W#`!@`@ M01I6T*$#G&`+.+B9HEIP,P`8J@0LV```#K`"`WAE!G<@@!M<```5;.$*(4!` M"#B0A1"`H`P44-<=D$`#*$R,!,_RA1\LL(,6T.H-?GC!'0`0!S\PX0(;"$(! MDC`M-1QA`PB8P@/<6(`.)<$!,1AH`XZ1GS"D0`,#$@(0:-6&&-1B!2-%0`W< MT"0$,,`(?IB!.AUP`BKH``4=J@%Z.H2&/Z"A8''XP!XJP(0#```(3:B`!\0U M)W5AH0(*6$$)Z$"K.YR1!S7_F)@&J/>*/7`!!&MLPY02@(48>$&=,>`##!B0 M5!E,3`@/N`!YI$`#'!3@#=,Z@A$NT+03N.D++MB`#HZQ!QZ8JD,W2$$>P&`% M=2DJ!V(8U]&",+$)P.`"-?"!\Y@0A`YUX`%G*%H"OM*')W"@0V%HT!8(H(8: M=.B,]TA#!U*J!1@,0*Y5-%U7?<"`$.3A"#A%0!R8("4`+($+?<"##;C`@P[% MH0\*2!0#M(4!(G3H!Q5@P;2D2@H)>($=60&G+(VP@`E,07/IDP.M&J"*=-G@ M`1,@@Q2HNH$!&($*"""`![AP@'%=K!@"2```QE"O/B!!`A5(5P^.8(X2Q&$& M([U#_PT,0``O7*``I>"""5T!@@M00`!;.(,(JKJ%/KCU!AF,P`@:\(01(,`& M&.`"&W[C`3I`X`A>`$`'3G`$.B3S"PW@``/>D$M!Z$$%DTO!$1+6!QA!`FI0A@&T:P\8"(`+>'`)ZP5-`5%(`0.$,`P+M"&'YI!K M$HPP@`[,X`1JF-(,_@""F[7A#0(HP07HAF$Y.%F-U`"&:[`@YNU``,?D!@0S/\P`23$DPI2.((` M+J!&`+@`!JIQ`6ASG($31,&-8!@I!2+PAAN8@16"6$*=,.P)8X#@#020`Q,& MD6F^_9(/.BC8#"BP@R>48`P`H$.^0$"`B5&`"T<0L`SL(@#R.($!!OA!@(%` M@1;(NE81:-D)UC`Q&92B!!)+P`BHT`9Y#L$(T@)``\X@ZFDE80HG((*5K3`7 M(S#A!U6)0PAF,(P^X)4.O*3!&;)`JSSP80!>V-7(EM"`!O"@#I<@RAE60``# MQ%@37&`:`D90CS^H0@U*`(%=GC"'!D2@%GW`0@V4\!H>!*`+,7A:#!H`!R;P`',H M(`,N\``K/N"#(73A""J:(!8X\(,C,.%I%4"\"LR@@.@500YPO\@6`*`04E!P M,=T3$A/8T&6\MZT.>6B>'*">%=D`S?C*B5XK\M(/?HU..1XY`7+!HKC\M$(I M0^57,0E<*O$-3[@QQ#\P$J$ M<`!BPK@+?T!C5.>7%8]@"AUS/>AG@`/""=G`">T0-4&C,+#Q)F#A)MI")V<` M?910`1^P`A1P`RO@*3+"5][B?8?`1]%3!R5P`C"@ M``,``CB8_X,@,``#8`$*<`8RE0`K,`HF2!1:@04$L`%@\#M983.T8@-&4(+O M$@LQ@2`)"L`-98``I,`)6(`,JT`!=,`1#D`$9 M8`89T`5S``4UD`-MT`-4E`!3XG(7``;)4@&ODPCW``8_Q`^&,&*TL@$PP(=] MZ(),%1I@`&GI3$C!01QL`+1(X5YH3,A\%2'8`'(0RNN M(H6MV(RA0PC%L!L#$"DMH`3'T@$;0`%-<"/N<`1D,`ZZ-0CJ1?\K25`"%!$3 MT:@(9_(Y1NB"%Z$)JH(-A["`^F.`UU""\=B"9\*$_V<,YA`!FF@K'J$!`F`# M,X!WAL`'9_!'/W`6>V`$(Z4>+%`9Z_@,*[`%#:@)V>`FT;,5)"`9\S@@4@B/ MR]`M=P*-$OB`P&,-J-`>!'@FF02-;,,'82!@*&!XCW(`!_`EA?`!80``''`K MAP`#,B5++%$1/A`!UT`&OV0(AD84:G4!:T`"M'`*3?`$_8`,3)@,I1!_14$" M68"5(3D@E3$Z3DD(#!B/A&`A`B8&1V,-%9`%D',]#D``$B!$3MD'B/*$['$Z M'\`$#'!&?4`%0I=!6<$$3)`PMM,'\"/_!0_PF,=@#G[P`%!T+=7`1P/!1V@T MF2=0+YG"40J`2&("`R5@"@BS&\BU/R=0FC!Y$2IB.5SP!,AU`B=P!JPH"&F` M!XE"!AK0$'X@1<]2#"A``$=0!QWC!U+@9"J'A]/3`#8P`DZ@`".P`VYP`/Q1 M`2:@DPHR"!8@`$!P`3L0`3]0"TV@`0/``0G@(R"@`N:@`Q#@!R!`!#2P`WWP M`S)P`?SQ.7NP`#IP!D=P`1*P`U\A&QKP`@CS``%P@P*0!1-@`16P`%N5!GDP M;PV@`P)P!$V@DT5`":5U!0"W3E)P!AEZE+)Q!7>P`M-7"$.5+K+$G`DH!:.$ M;!U``#N@`@3P_P`:D`!H$`0)$""",'5`@`8%$`4C(`@&X`0/$`1`D`%2H`%` M4`(E0`)O@&\`D`(KL`0;(`*J\1J#(``'$`,=``52$`'5`#MK,``E$`9QX`-) MX`8Q0`=(P`4!P`%]<`0I0&@]X$@FD``14`#A40D>808SVD@&X`'0,``&T`%? MD$\R8@;-0P$QX)*WP``!(!MD,`5/X`$)<`(T``!GF`!S>1$1(`899`96(`@= MX`03E&L/>@-<<`92^F4)P&`X0``44`4)8`*$X*46`'$14'D#`@,XL`,*L`8! MT`0$`%,!D`(*H`)GA`%W^@<;(``/8`(;43]J>0C_PP-):9O0<`6S&O^3?"!2 MZF(#4K`@AU`'<;`#%V$`8<`'=6D$;D`&,0!"'#0(6S`&)^`'0]`&?%`''>`& M?T"94O"@0""#!R`!>]`$+<`$7&``.2`%,1`4BN.E)3``\,8!0K2/>5"H!"`% M>$`',&4&*3``SEH"#K`!4O`'2?`"R&4"59`$#9""DI".BE,"#)`BOI,ICZ`* MN($`&Z`$JK(''["NLF$`&1*O81`""E`"T7,.^8J5&=`&C[(!'``OQ&FP:$0! M4]H$(Y`_63`%"M`@T.BEY@`#$&`#[VD[)I`$'&``)_`"-Z``>]``0:0"-8!- M";"R20`!I`!H)'`#,0D)_`@:4D`&XXDC0&/_`?U5-4KP&:`M'Y0 M!@2@`$*P$74!#_G*$B(P`F4`!7>@`D0+!%C0!QX`!"8P!`D@`7X``9_U!]9* M`TR0/]#@I0_0M`J0!%?@@GQP`@=``&'P`!Y@`RR08`PP-2.``2&QLF/PGGJ0 M!@]`!$``N36;%^Y("%S``F0PH*-P!(T%`#9P=HN`%R\0`FN@`$C0!'V``0;0 MM![@!4`$!L-P#""0!=50!R10=0=``_<`;]$9`%6'!$[`!]E9FGU``YGA%YG@ M#T6P`_D;`L0S`.;P'!6`K!@`)]["1I`'`BD0`B3``";%`%OE`9E1!5YVF\I0 M!&1P*[%1##S@8CK&UFZ+\(879!:@A4*>PP1&P`,IBA\@R`5IH`E'YN$AN& M1@J%:PWG]\!M8P$X COVER 9 filename9.htm cover

John Hancock Financial Services
U.S. Wealth Management Law Department
601 Congress Street
Boston, MA 02210-2805
(617) 663-3192
Fax: (617) 663-2197
E-Mail: tloftus@jhancock.com

April 1, 2009

Alison T. White
Senior Counsel
U.S. Securities and Exchange Commission
Office of Insurance Products
100 F Street, NE
Washington, D.C. 20549-4644

Re:
John Hancock Life Insurance Company (U.S.A.) Separate Account H Registration Statement on Form N-4 (File No. 333-143073) 485(a) Post-Effective Amendment No. 3 AnnuityNote A Share Variable Annuity Contracts

John Hancock Life Insurance Company (U.S.A.) Separate Account H Registration Statement on Form N-4 (File No. 333-143074) 485(a) Post-Effective Amendment No. 3 AnnuityNote NAV Variable Annuity Contracts

John Hancock Life Insurance Company of New York Separate Account A Registration Statement on Form N-4 (File No. 033-143075) 485(a) Post-Effective Amendment No. 3 AnnuityNote A Share Variable Annuity Contracts

John Hancock Life Insurance Company of New York Separate Account A Registration Statement on Form N-4 (File No. 033-143076) 485(a) Post-Effective Amendment No. 3 AnnuityNote NAV Variable Annuity Contracts

Dear Ms. White:

John Hancock Life Insurance Company (U.S.A.) and John Hancock Life Insurance Company of New York (the “Companies”), on behalf of John Hancock Life Insurance Company (U.S.A.) Separate Account H and John Hancock Life Insurance Company of New York Separate Account A (the “Registrants”), transmit these Post-Effective Amendments as referenced above (the “Post-Effective Amendments”) to the Securities and Exchange Commission for filing under the Securities Act of 1933, as amended (the “Act”), pursuant to Rule 485(a) under the Act.

This letter is also in response to the comments you gave to me over the telephone on March 9, 2009, regarding Post-Effective Amendments on Form N-4, filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2009 (accession numbers: 0000950135-09-001178; 0000950135-09-001179; 0000950135-09-001180; and 0000950135-09-001181). The present Post-Effective Amendments have been black-lined to show changes from the February 25 filings. The new material in the present filings includes changes made in response to staff comments. Your comments are shown in italics below. Please note that the present filings also include material changes which we determined were necessary in view of current market conditions, as well as non-material changes to the prospectus. These changes are listed below in response to comment 3. We use underlines to show additions and ~~strikethroughs~~ to show deletions to the text of the prospectuses.

Comment 1. Ratings

If you publish the ratings of John Hancock Life Insurance Company (U.S.A.)(“John Hancock USA”) and John Hancock Life Insurance Company of New York (“John Hancock NY”)(together, the “Companies”), please indicate supplementally the date of the ratings and whether you plan to update your published ratings if lowered.

Alison T. White, Esq.
SEC Office of Insurance Products
April 1, 2009

Page 2 of 4

RESPONSE: It has been our practice to publish the Companies’ ratings from several major rating agencies in the prospectus, but in view of the current volatility of such ratings we have decided to adopt a more flexible approach. We will continue to publish the ratings on the Companies’ websites, and possibly in advertisements and other sales materials, but at present we will not disclose the specific ratings in the prospectus. All published ratings will be current and will reflect any downgrades by the rating agencies.

We are replacing our ratings chart in the prospectus with the following:

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 Separate Accounts or their Sub-Accounts, or the Trust or its Portfolios. 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 which recommend the Company or the Contracts.

Comment 2. Name of the Security — Annuity Income Note

Please advise why it is appropriate and not confusing to include the term “Note” in the title of the Contract. The Contract is not a note, which is a legal term.

RESPONSE: The use of the term Note in the title of the Contract is intended to emphasize the underlying purpose and proper use of this product. “Note” is defined generally as a written promise to pay a specified amount to a certain person or entity on demand or on a specified date. We believe that this product is used to best advantage by thinking of it as a note in this sense. However, to avoid confusion, we have adopted the marketing title “AnnuityNote,” which is intended to link the functionality of a note inextricably with the fact that this is an annuity contract. We hope the use of this separate term will avert any misimpressions in the marketplace.

We have also included the following prospectus disclosure in “II. Overview,” addressing our use of the term:

An AnnuityNote Contract is not a promissory note, bond, debenture, evidence of indebtedness or, in general, any interest or instrument commonly known as a “bond.” The Contracts and Investment Options are not bank deposits, are not federally insured, are not guaranteed or endorsed by any bank, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other agency. Further, the Contracts are not guaranteed to achieve their goals and are subject to risks, including loss of the amount invested.

Comment 3. Staff Review

Please allow the staff time to review any updated numbers and values wherever final figures were not provided in the original filing, and any material terms of the Contract that were not described in that filing .

RESPONSE: These post-effective amendments to the captioned registration statements are filed under Rule 485(a) to allow for staff review of the Contract’s fees and expense rates, any calculations based on those figures, and any other final numbers in the prospectus. This letter includes a request (below) to accelerate the effective date to May 1, 2009. Between now and May 1 we will file additional post-effective amendments under Rule 485(b) to update financial information and revise non-material prospectus disclosure.

New prospectus disclosure, in addition to that listed in response to your comments, includes:

A. The following paragraph, also in the “Rating Agencies, Endorsements and Comparisons” section of “IV. General Information About Us, The Separate Accounts And The Portfolio”:

We may also occasionally include in advertisements comparisons of performance information for a Variable Account to:

• other variable annuity separate accounts, mutual funds, or investment products tracked by research firms, rating services, companies, publications, or persons who rank separate accounts or investment products on overall performance or other criteria;

• the Consumer Price Index, to assess the real rate of return from buying a Contract by taking inflation into consideration;

• various indices that are unmanaged;

• currently taxable and tax deferred investment programs, based on selected tax brackets.

Our advertisements may also include discussions of alternative investment vehicles and general economic conditions.

B. The next following paragraph includes the following new disclosure:

To the extent that the Company is required to pay you amounts in addition to your Contract Value under the Contract, such amounts will come from the Company’s general account assets. You should be aware that the general account is comprised of securities and other investments, the value of which may decline during periods of adverse market conditions. The Company’s financial statements contained in the Statement of Additional Information include a further discussion of risks inherent within the Company’s general account investments.

C. A new section entitled “Exchanges of Annuity Contracts” is included in “VII. Federal Tax Matters:”

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 if certain requirements are satisfied. If 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 Contract 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 (e.g., as a partial surrender, full surrender, annuity payment, or death benefit).

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. There are various circumstances in which a partial exchange followed by receipt of a payment within 12 months of the exchange is unlikely to affect the tax free treatment of the exchange.

You should consult with your tax advisor in connection with an exchange of all or part of an annuity contract for the Contract, especially if you may make a withdrawal from either contract within 12 months after the exchange.

D. The following reference to the Company’s financial statements has been included in “VIII. General Matters:”

Financial Statements

The Statements of Additional information also contain the Company’s financial statements as of the years ended 2007 and 2008, and its Separate Accounts’ financial statements as of the year ended 2008 (the “Financial Statements”). Our Financial Statements provide information on our financial strength as of the year ended 2008, including information on our general account assets that were available at that time to support our guarantees under the Contracts and any optional benefit Riders. The Company’s general account is comprised of securities and other investments, the value of which may decline during periods of adverse market conditions.

Comment 4. Lifetime Income Amount (LIA)

Please disclose whether it is possible to begin receiving LIAs later than the fifth Contract Anniversary. In other words, if a Contract owner wants to wait, can he or she delay taking withdrawals? If so, how is this done? Please discuss why someone would do so. In addition, why would someone want an annuity option at all?

RESPONSE: The LIA is certainly the central feature of the Contract, and it makes the most sense for most people to purchase the Contract with the LIA in mind and to use it as intended. That is why the LIA is the “default” setting in our administrative servicing of the Contract. However, there may be individuals who would benefit from an alternative arrangement, and it is possible to delay receipt of LIAs. The prospectus provides:

After the 5^th Contract Anniversary, any unscheduled withdrawal (i.e., a withdrawal other than or in addition to the scheduled monthly Lifetime Income Amount automated payment) will suspend automatic payments and will reset the Lifetime Income Amount to the lesser of the Lifetime Income Amount prior to the unscheduled withdrawal or 5% of the Contract Value after the unscheduled withdrawal. Upon your request, in a form acceptable to use, automatic withdrawals will resume based on the new adjusted Lifetime Income Amount.

Alison T. White, Esq.
SEC Office of Insurance Products
April 1, 2009

Page 3 of 4

In order to give the Contract Owner as much flexibility as possible, we have also provided a guaranteed annuity option, the “Lifetime Income Amount with Cash Refund” (see Response to Comment 5 below for a description of this option), that gives the Owner credit for any remaining LIA benefit. One of the reasons an Owner might prefer to annuitize would be to take advantage of the more favorable tax treatment accorded annuity payments instead of withdrawals. In our disclosure, however, we recognize and state prominently in the “Overview” section that the LIA is generally the most advantageous strategy for Contract ownership:

The Contract is designed primarily to offer guaranteed income through automated Lifetime Income Amount withdrawals. If you do not plan to take Lifetime Income Amount withdrawals, you and your registered representative should carefully consider whether another annuity contract or type of investment might be preferable, and whether the features and benefits provided under the Contract, including its favorable tax-deferral benefits, Investment Option, death benefit and other benefits are suitable for your needs and objectives and are appropriate in light of the expense.

Comment 5. Annuity Option

Please clarify that the Contract’s annuity option is only for those who do not take LIAs.

RESPONSE: We specify in the “Overview” section that annuitization is for those Contract Owners who choose to annuitize instead of taking the LIA. We have now added this disclosure in the following section in “V. Description of the Contract” to clarify that the annuity option is only for those who do not take LIAs:

Annuity Option offered in the Contract. If you choose to annuitize your Contract instead of taking the Lifetime Income Amount, the Contracts guarantee the availability of the following Annuity Option:

Lifetime Income Amount with Cash Refund — Under this option, we will make annuity payments during the lifetime of the Annuitant. After the death of the Annuitant, we will pay the Beneficiary a lump sum amount equal to the excess, if any, of the Contract Value at the election of this option over the sum of the annuity payments made under this option. The annual amount of the annuity payments will equal the greater of the Lifetime Income Amount at the election of this option or the amount that would be provided by applying the Contract Value at the election of this option to a cash refund annuity.

Comment 6. Reinsurance Arrangements

Please confirm that there are currently no reinsurance agreements in place or, if there are, please file such agreements.

RESPONSE: As of the date of this filing, the variable contracts described in these registration statements are not subject to any reinsurance agreements.

Alison T. White, Esq.
SEC Office of Insurance Products
April 1, 2009

Page 4 of 4

Comment 7. Agreements filed under Part C, Item 24

In Part C, Item 24, you have incorporated by reference to “forms of” agreements previously filed. Please file the actual agreement required by Form N-4.

RESPONSE: These post-effective amendments now contain, or cross-reference to another filing that contains, the actual agreements required by Form N-4.

Comment 8. Tandy Representations

RESPONSE:

The Company, on behalf of the Registrant, and the Principal Underwriter have authorized us to hereby state to the Commission on their behalf that they are aware of their obligations under the Securities Act of 1933.

The Commission staff has requested that the Registrants acknowledge and agree, and the Registrants do hereby acknowledge and state, that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Request for Acceleration

On behalf of the Registrants and John Hancock Distributors LLC, their Principal Underwriter, I have been authorized to request an order to accelerate the effectiveness of the above-referenced registration statements to the earliest possible time on May 1, 2009. I intend to make such request orally within one business day of your receipt of this letter. As required by Rule 461(a) of the Act, the Registrants and Principal Underwriter certify that they are aware of their obligations under the Act.

Please do not hesitate to contact me on any matters regarding John Hancock’s variable annuity filings at (617) 663-3192 or, in my absence, please contact Arnold R. Bergman, Esq. at (617) 663-2184.

Very truly yours,

/s/ Thomas J. Loftus

Thomas J. Loftus
Senior Counsel — Annuities


John Hancock Financial Services U.S. Wealth Management Law Department 601 Congress Street Boston, MA 02210-2805 (617) 663-3192 Fax: (617) 663-2197 E-Mail: tloftus@jhancock.com


Re:	John Hancock Life Insurance Company (U.S.A.) Separate Account H Registration Statement on Form N-4 (File No. 333-143073) 485(a) Post-Effective Amendment No. 3	AnnuityNote A Share Variable Annuity Contracts

	John Hancock Life Insurance Company (U.S.A.) Separate Account H Registration Statement on Form N-4 (File No. 333-143074) 485(a) Post-Effective Amendment No. 3	AnnuityNote NAV Variable Annuity Contracts

	John Hancock Life Insurance Company of New York Separate Account A Registration Statement on Form N-4 (File No. 033-143075) 485(a) Post-Effective Amendment No. 3	AnnuityNote A Share Variable Annuity Contracts

	John Hancock Life Insurance Company of New York Separate Account A Registration Statement on Form N-4 (File No. 033-143076) 485(a) Post-Effective Amendment No. 3	AnnuityNote NAV Variable Annuity Contracts

	A.		The following paragraph, also in the “Rating Agencies, Endorsements and Comparisons” section of “IV. General Information About Us, The Separate Accounts And The Portfolio”:

			We may also occasionally include in advertisements comparisons of performance information for a Variable Account to:

	•		other variable annuity separate accounts, mutual funds, or investment products tracked by research firms, rating services, companies, publications, or persons who rank separate accounts or investment products on overall performance or other criteria;

	•		the Consumer Price Index, to assess the real rate of return from buying a Contract by taking inflation into consideration;

	•		various indices that are unmanaged;

	•		currently taxable and tax deferred investment programs, based on selected tax brackets.

			Our advertisements may also include discussions of alternative investment vehicles and general economic conditions.

	B.		The next following paragraph includes the following new disclosure:

			To the extent that the Company is required to pay you amounts in addition to your Contract Value under the Contract, such amounts will come from the Company’s general account assets. You should be aware that the general account is comprised of securities and other investments, the value of which may decline during periods of adverse market conditions. The Company’s financial statements contained in the Statement of Additional Information include a further discussion of risks inherent within the Company’s general account investments.

	C.		A new section entitled “Exchanges of Annuity Contracts” is included in “VII. Federal Tax Matters:”

			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 if certain requirements are satisfied. If 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 Contract 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 (e.g., as a partial surrender, full surrender, annuity payment, or death benefit).

			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. There are various circumstances in which a partial exchange followed by receipt of a payment within 12 months of the exchange is unlikely to affect the tax free treatment of the exchange.

			You should consult with your tax advisor in connection with an exchange of all or part of an annuity contract for the Contract, especially if you may make a withdrawal from either contract within 12 months after the exchange.

	D.		The following reference to the Company’s financial statements has been included in “VIII. General Matters:”

			Financial Statements

			The Statements of Additional information also contain the Company’s financial statements as of the years ended 2007 and 2008, and its Separate Accounts’ financial statements as of the year ended 2008 (the “Financial Statements”). Our Financial Statements provide information on our financial strength as of the year ended 2008, including information on our general account assets that were available at that time to support our guarantees under the Contracts and any optional benefit Riders. The Company’s general account is comprised of securities and other investments, the value of which may decline during periods of adverse market conditions.

	•		should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

	•		the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

	•		the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.