EX-99.24(B)(7)(B)II 13 b75114a1exv99w24xbyx7yxbyii.txt SWISS RE AUTOMATIC REINSURANCE AGREEMENT EFFECTIVE JULY 1, 1998 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. AUTOMATIC REINSURANCE AGREEMENT BETWEEN THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA BOSTON, MASSACHUSETTS And SWISS RE LIFE & HEALTH AMERICA INC. NEW YORK, NEW YORK THIS AGREEMENT WILL BE REFERRED TO AS AGREEMENT NO. SA712-98 AUTOMATIC REINSURANCE AGREEMENT CONTENTS ARTICLE I SCOPE OF AGREEMENT ARTICLE II COMMENCEMENT & TERMINATION OF LIABILITY ARTICLE III OVERSIGHTS - CLERICAL ERRORS ARTICLE IV MORTALITY NET AMOUNT AT RISK ARTICLE V REINSURANCE PREMIUMS ARTICLE VI REINSURANCE ADMINISTRATION ARTICLE VII SETTLEMENT OF CLAIMS ARTICLE VIII TAX CREDITS ARTICLE IX REGULATORY COMPLIANCE ARTICLE X INSPECTION OF RECORDS ARTICLE XI INSOLVENCY ARTICLE XII ARBITRATION ARTICLE XIII RIGHTS OF OFFSETTING BALANCES DUE ARTICLE XIV CONTRACT AND PROGRAM CHANGES ARTICLE XV FEDERAL TAXES ARTICLE XVI PARTIES TO AGREEMENT ARTICLE XVII ENTIRE AGREEMENT ARTICLE XVIII CONFIDENTIALITY ARTICLE XIX DURATION OF AGREEMENT ARTICLE XX SEVERABILITY SIGNATURE PAGE EXHIBIT A - VARIABLE ANNUITIES COVERED UNDER THIS AGREEMENT EXHIBIT B - SUB-ACCOUNTS EXHIBIT C - LOSS CARRYFORWARD DEFINITIONS AND FORMULAE
AUTOMATIC REINSURANCE AGREEMENT THIS AGREEMENT between THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA, a corporation organized under the laws of the State of Delaware. hereinafter referred to as the "Company", and SWISS RE LIFE & HEALTH AMERICA INC., a corporation organized under the laws of the State of New York, hereinafter referred to as "Swiss Re Life & Health", WITNESSETH AS FOLLOWS: ARTICLE I Scope of Agreement 1. On and after the 1st day of July, 1998. the Company shall automatically reinsure with Swiss Re Life & Health, and Swiss Re Life & Health shall automatically accept, a [*] of the mortality net amount at risk, as defined in Article IV, generated prior to annuitization or complete surrender by the contract owner, by the Guaranteed Minimum Death Benefit (GMDB) provisions within the variable annuity contracts issued by the Company that are set forth in Exhibit A, where the contract owner has not elected the Guaranteed Income Rider (GIR). 2. Swiss Re Life & Health's maximum aggregate liability in any one calendar year shall not exceed [*] of Swiss Re Life & Health's quota share percentage of the average aggregate account value over each respective calendar year of coverage. This average shall be calculated by totaling the aggregate account value as of the end of each calendar month and dividing the result by the number of months. 3. Swiss Re Life & Health's maximum liability on any one life reinsured hereunder shall be [*], multiplied by the quota share percentage reinsured by Swiss Re Life & Health specified in paragraph 1 of this Article, and calculated as specified in Article IV of this Agreement. -1- 4. This Agreement covers only the Company's liability for claims paid under variable annuity contracts written on the contract forms specified in Exhibit A and supported by sub-accounts that were reviewed by Swiss Re Life & Health prior to their issuance. -2- ARTICLE II Commencement & Termination of Liability 1. On reinsurance ceded under the terms of this Agreement, the liability of Swiss Re Life & Health shall commence simultaneously with that of the Company, and will terminate upon the earliest of annuitization, surrender or termination in accordance with Article XIX. 2. Swiss Re Life & Health shall be liable to reimburse claims on only those deaths where the date of death is on or after July 1, 1998, in accordance with Article VII. -3- ARTICLE III Oversights - Clerical Errors 1. Should either the Company or Swiss Re Life & Health fail to comply with any of the terms of this Agreement, and if this is shown to be unintentional and the result of a misunderstanding, oversight or clerical error on the part of either the Company or Swiss Re Life & Health, then this Agreement shall not be deemed abrogated thereby, but both companies shall be restored to the position they would have occupied had no such oversight, misunderstanding, or clerical error occurred. Such conditions are to be reported and corrected promptly after discovery. 2. If the Company or Swiss Re Life & Health discovers that the Company did not cede reinsurance on a contract it should have reinsured under this Agreement, the Company may be required to audit its records, at the request of Swiss Re Life & Health, to determine if reinsurance was unreported on any other contracts. The Company is expected to take the necessary actions to ensure that similar oversights do not recur. If Swiss Re Life & Health receives no evidence that the Company has taken action to remedy such a situation, Swiss Re Life & Health reserves the right to limit its liability to reported contracts only. 3. Any negligent or deliberate acts or omissions by the Company regarding the insurance or reinsurance provided are the responsibility of the Company and its liability insurer, if any, but not that of Swiss Re Life & Health. -4- ARTICLE IV Mortality Net Amount At Risk 1. The mortality net amount at risk for each variable annuity contract reinsured hereunder shall be calculated as of the last day of each calendar month and shall be equal to the difference between the death benefit and the account value of the annuity. The reinsured mortality net amount at risk shall not be less than zero and shall not be greater than the product of [*] per life and the quota share percentage set forth in Article I. VNAR = Max[((Contractual GMDB - FA) - SA) *QS,O] Max[(Variable GMDB - SA) *QS,O] where: FA = Fixed Account Assets SA = Separate Account Assets QS = Quota Share Percentage Reinsured by Swiss Re Life & Health The contractual death benefit and the contract value shall be as described in the variable annuity contract forms specified in Exhibit A. -5- ARTICLE V Reinsurance Premiums 1. (a) Reinsurance premiums shall be calculated monthly. The initial total reinsurance premium in the month that this agreement becomes effective shall at least equal [*] multiplied by the quota share percentage reinsured by Swiss Re Life & Health. Subsequent reinsurance premiums shall be equal to [*] of the prior calendar month's death claim reimbursement, subject to the minimum and maximum monthly premiums stated in 1(b) and 1(c), below. (b) The minimum monthly premium shall be equal to the product of the minimum monthly premium rate and Swiss Re Life & Health's quota share percentage of all average aggregate account values over each calendar month of all variable annuities reinsured hereunder. The minimum monthly premium rate for the products reinsured hereunder, expressed in basis points, shall be equal to: VEN 7, *8, 17, *18,27, and MLL 27 - Annual Ratchet
Tax Qualified Non-Qualified Issue Ages Minimum Premium Rate Minimum Premium Rate ---------- -------------------- -------------------- <85 [*] [*]
VEN 20,21,22,23,25,26 - Annual Ratchet MRP 20,21,22,23,25,26 - Annual Ratchet MLL 25 and 26 - Annual Ratchet
Tax Qualified Non-Qualified Issue Ages Minimum Premium Rate Minimum Premium Rate ---------- -------------------- -------------------- <81 [*] [*]
VEN 20,21,22,23,25,26 - Return of Principal MRP 20,21,22,23,25,26 - Return of Principal MLL 25 and 26 - Return of Principal
Tax Qualified Non-Qualified Issue Ages Minimum Premium Rate Minimum Premium Rate ---------- -------------------- -------------------- 81-85 [*] [*]
* coverage assumes that the net number of contracts for these products previously inforce with Swiss Re Life & Health and issued as new -6- business under this Agreement, at the end of each calendar quarter, continues to decline. (c) The maximum monthly premium shall be equal to the product of the maximum monthly premium rate and Swiss Re Life & Health's quota share percentage of the average aggregate account values over each calendar month of all variable annuities reinsured hereunder. The maximum monthly premium rate for the products reinsured hereunder, expressed in basis points, shall be equal to: VEN 7,*8, 17, *8,27,and MLL 27 - Annual Ratchet
Tax Qualified Non-Qualified Issue Ages Maximum Premium Rate Maximum Premium Rate ---------- -------------------- -------------------- <85 [*] [*]
VEN 20,21,22,23,25,26 - Annual Ratchet MRP 20,21,22,23,25,26 - Annual Ratchet MLL 25 and 26 - Annual Ratchet
Tax Qualified Non-Qualified Issue Ages Maximum Premium Rate Maximum Premium Rate ---------- -------------------- -------------------- <81 [*] [*]
VEN 20,21,22,23,25,26 - Return of Principal MRP 20,21,22,23,25,26 - Return of Principal MLL 25 and 26 - Return of Principal
Tax Qualified Non-Qualified Issue Ages Maximum Premium Rate Maximum Premium Rate ---------- -------------------- -------------------- 81-85 [*] [*]
* coverage assumes that the net number of contracts for these products previously inforce with Swiss Re Life & Health and issued as new business under this Agreement, at the end of each calendar quarter, continues to decline. 2. The monthly reinsurance premium shall be due and payable as described in Article VI. Swiss Re Life & Health reserves the right to charge interest on premiums not remitted in accordance with the schedule set forth in Article VI. The interest rate payable by the Company to Swiss Re Life & Health for overdue premiums shall be the [*] plus [*]. The method of calculation shall be simple interest "Bankers' Rule" (or 360 day year). -7- 3. The reinsurance premium structure described above shall remain in effect as long as the death benefit design, the contract fees, the mortality and expense charges, the administration fees, and the surrender charges in effect at the inception of this Agreement remain unchanged. -8- ARTICLE VI Reinsurance Administration 1. Within 30 days of the end of each calendar month, the Company will furnish Swiss Re Life & Health a separate electronic report for each Guaranteed Minimum Death Benefit design specified in Exhibit A, valued as of the last day of that calendar month. Each report will indicate for all inforce annuities reinsured hereunder: a) Annuitant's name, sex, date of birth and social security number b) Owner's name, sex, date of birth and social security number c) Contract number d) Contract issue date e) Contract form number f) Current contract separate account value g) Current contract value fixed account value h) Cumulative net considerations i) Current contract minimum guaranteed death benefit j) Current contract death benefit k) Current contract cash surrender value l) Current variable net amount at risk 2. Additionally, within 30 days of the end of each calendar month, the Company will furnish Swiss Re Life & Health a separate paper report for each GMDB design and tax status combination specified in Exhibit A, summarizing the following data: a) Reinsurance premiums due Swiss Re Life & Health b) Death claim reimbursements due the Company c) Total number of contracts reinsured d) Total current contract separate account value e) Total current fixed account value -9- f) Total cumulative net considerations g) Total current guaranteed minimum death benefit h) Total current death benefit i) Total current cash surrender value j) Total current variable risk amount 3. The monthly premium reports shall be settled on a quarterly basis. If the net balance is due Swiss Re Life & Health, the amount due shall be remitted with the last monthly report in the calendar quarter. If the net balance is due the Company, Swiss Re Life & Health shall remit the amount to the Company within 10 days of the receipt of the last monthly report in the calendar quarter. -10- ARTICLE VII Settlement of Claims 1. The claims that are eligible for reimbursement are only those that the Company is required to pay on deaths that occur on or after the effective date of this Agreement. 2. In the event the Company provides satisfactory proof of claim to Swiss Re Life & Health, claim settlements made by the Company shall be unconditionally binding on Swiss Re Life & Health. 3. The death claim reimbursed by Swiss Re Life & Health shall be determined as of the date due proof of death is received at the Company's Annuity Service office. 4. Within thirty (30) days of the end of each calendar quarter, the Company shall notify Swiss Re Life & Health of the reinsured death benefits paid in that calendar quarter and Swiss Re Life & Health shall reimburse the Company, as provided in Article VI, for the reinsured benefits. 5. Settlements by Swiss Re Life & Health shall be in a lump sum regardless of the mode of payment made by the Company to the beneficiary. -11- ARTICLE VIII Tax Credits 1. Swiss Re Life & Health shall not reimburse the Company for state premium taxes. -12- ARTICLE IX Regulatory Compliance 1. Swiss Re Life & Health agrees to comply with all regulatory directives required to permit the Company to receive statutory reserve credit for the reinsurance ceded under this Agreement. 2. The Company warrants that it has secured all necessary federal and state licenses and approvals, and that it is operating in compliance with federal investment laws and state investment and insurance laws and regulations. -13- ARTICLE X Inspection of Records 1. Swiss Re Life & Health, or its duly appointed representatives, shall have the right at all reasonable times and for any reasonable purpose to inspect at the office of the Company all records referring to reinsurance ceded to Swiss Re Life & Health. 2. Likewise, the Company shall have the right at all reasonable times and for any reasonable purpose to inspect at the offices of Swiss Re Life & Health all records pertaining to reinsurance ceded to Swiss Re Life & Health by the Company. Swiss Re Life & Health shall also provide reasonable access, during regular business hours, to records pertaining to such reinsurance to any regulator having authority over the Company's products and operations. -14- ARTICLE XI Insolvency 1. A party to this Agreement will be deemed "insolvent" when it: (a) Applies for or consents to the appointment of a receiver, rehabilitator, conservator, liquidator or statutory successor (hereinafter referred to as the Authorized Representative) of its properties or assets; or (b) Is adjudicated as bankrupt or insolvent; or (c) Files or consents to the filing of a petition in bankruptcy, seeks reorganization or an arrangement with creditors or takes advantage of any bankruptcy, dissolution, liquidation, or similar law or statute; or (d) Becomes the subject of an order to rehabilitate or an order to liquidate as defined by the insurance code of the jurisdiction of the party's domicile. 2. In the event of the insolvency of the Company, all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall be payable by Swiss Re Life & Health directly to the Company or to its Authorized Representative on the basis of the liability of the Company under the contract or contracts reinsured without diminution because of the insolvency of the Company. It is understood, however, that in the event of the insolvency of the Company, the Authorized Representative of the insolvent Company shall give written notice of the pendency of a claim against the insolvent Company on the policy reinsured within a reasonable time after such claim is filed in the insolvency proceeding and that, during the pendency of such claim, Swiss Re Life & Health may investigate such claim and interpose, at its own expense, in the proceeding where such claim is to be adjudicated, any defense or defenses which it may deem available to the Company or to its Authorized Representative 3. It is further understood that the expense thus incurred by Swiss Re Life & Health shall be chargeable, subject to court approval, against the insolvent Company as part of the expense of liquidation to the extent of a proportionate share of the benefit which may -15- accrue to the Company solely as a result of the defense undertaken by Swiss Re Life & Health. Where two or more assuming insurers are involved in the same claim and a majority in interest elect to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Reinsurance Agreement as though such expense had been incurred by the Company. 4. In the event of the insolvency of Swiss Re Life & Health and the appointment of receivers therefor, the liability of Swiss Re Life & Health shall not terminate but shall continue with respect to the reinsurance ceded to Swiss Re Life & Health by the Company prior to the date of such insolvency or appointment, and the Company shall have a security interest in any and all sums held by or under deposit in the name of Swiss Re Life & Health. -16- ARTICLE XII Arbitration 1. In the event of any difference arising hereafter between the contracting parties with reference to any transaction under this Agreement, the same shall be referred to three arbitrators who must be current or former executive officers of life insurance or life reinsurance companies other than the two parties to this Agreement or their affiliates, each of the contracting companies to appoint one of the arbitrators and such two arbitrators to select the third. If either party refuses or neglects to appoint an arbitrator within 60 days after receipt of the written request for arbitration, the other party may appoint a second arbitrator. 2. If the two arbitrators fail to agree on the selection of a third arbitrator within 60 days of their appointment, each of them shall name three individuals, of whom the other shall decline two, and the decision shall be made by drawing lots. 3. The arbitrators shall consider this Reinsurance Agreement not merely as a legal document but also as a gentlemen's agreement. In resolving the dispute, the arbitrators will give full consideration to the customs and practices of the life insurance and life reinsurance industry, insofar as they are not in conflict with the specific terms of this Agreement. The arbitrators shall decide by a majority vote. There shall be no appeal from their written decision. 4. Unless the arbitrators decide otherwise, each party shall bear the expense of its own arbitration, including its arbitrator and outside attorney fees, and shall jointly and equally bear with the other party the expense of the third arbitrator. Any remaining costs of the arbitration proceedings shall be apportioned by the Board of Arbitrators. -17- ARTICLE XIII Right of Offsetting Balances Due 1. The Company and Swiss Re Life & Health shall have, and may exercise at any time, the right to offset any balance or balances due one party to the other, its successors or assigns, against balances due the other party under this Agreement or under any other Agreements or Contracts previously or subsequently entered into between the Company and Swiss Re Life & Health. This right of offset shall not be affected or diminished because of insolvency of either party to this Agreement. -18- ARTICLE XIV Contract and Program Changes 1. The Company may amend, substitute, add or delete variable investment funds to the underlying investment funds supporting the annuity contract as described in the contract general provisions. No such change will be made by the Company without prior notification to Swiss Re Life & Health and without the prior approval of the Securities and Exchange Commission, if necessary. The Company agrees to maintain at all times a satisfactory selection of core investment options with characteristics similar to those listed in Exhibit B. 2. The Company shall also give Swiss Re Life & Health advance notice of any other changes to its annuity product design, its fees and charges, its distribution systems and/or methods, or the addition of any riders to any contract form reinsured hereunder. 3. Should any such change result in a material increase in the reinsured net amount at risk and/or material decrease in the reinsurance premiums due, Swiss Re Life & Health shall have the right to modify any of the terms of this Agreement. -19- ARTICLE XV Federal Taxes 1. The Company and Swiss Re Life & Health hereby agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulation issued December 1992, under Section 848 of the Internal Revenue Code of 1986, as amended. This election shall be effective as of the Effective Date of this Agreement and for all subsequent taxable years for which this Agreement remains in effect. (a) The term "party" will refer to either the Company or Swiss Re Life & Health, as appropriate. (b) The terms used in this Article are defined by reference to Regulation 1.848-2 in effect December 1992. (c) The party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1). (d) Both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency or as otherwise required by the Internal Revenue Service. (e) The Company will submit a schedule to Swiss Re Life & Health by May 1 of each year of its calculation of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement stating that the Company will report such net consideration in its tax return for the preceding calendar year. (f) Swiss Re Life & Health may contest such calculation by providing an alternative calculation to the Company by June 1. If Swiss Re Life & Health does not so notify the Company, the Company will report the net consideration as determined by the Company in the Company's tax return for the previous calendar year. -20- (g) If Swiss Re Life & Health contests the Company's calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount by July 1. If the Company and Swiss Re Life & Health reach agreement on an amount of the net consideration, each party shall report such amount in their respective tax returns for the previous calendar year. 2. Swiss Re Life & Health and the Company represent and warrant that they are subject to U.S. taxation under Subchapter L of Chapter 1 of the Internal Revenue Code. -21- ARTICLE XVI Parties to Agreement 1. This Agreement is an indemnity reinsurance agreement solely between the Company and Swiss Re Life & Health. The acceptance of reinsurance hereunder shall not create any right or legal relation whatever between Swiss Re Life & Health and the annuitant, owner, beneficiary or any other party under any contracts of the Company which may be reinsured hereunder, and the Company shall be and remain solely liable to such parties under such contracts reinsured hereunder. 2. This Agreement shall be binding upon the parties hereto and their respective successors and assigns. -22- ARTICLE XVII Confidentiality 1. All matters with respect to this Agreement require the utmost good faith of both parties. Both the Company and Swiss Re Life & Health shall hold confidential and not disclose or make competitive use of any shared proprietary information unless otherwise agreed to in writing, or unless the information otherwise becomes publicly available or the disclosure of which is required for retrocession purposes or has been mandated by law or is duly required by external auditors. -23- ARTICLE XVIII Entire Agreement 1. This Agreement shall constitute the entire agreement between the parties with respect to business reinsured hereunder. There are no understandings between the parties other than as expressed in this Agreement and any change or modification of this Agreement shall be null and void unless made by amendment to the Agreement and signed by both parties. -24- ARTICLE XIX Duration of Agreement 1. This Agreement shall be unlimited as to its duration but may be reduced or terminated as provided in this Article, below. 2. This Agreement shall be open for new business for a minimum of three (3) years as measured from the effective date of this agreement. Any time on or after the third anniversary of this Agreement and upon 180 days written notice, either the Company or Swiss Re Life & Health may either cancel this Agreement for new business unilaterally or amend the terms of reinsurance for new business by mutual agreement. 3. Any time on or after the fifteenth anniversary of this Agreement, the Company may, upon 90 days written notice, irrevocably elect to cancel the reinsurance in force under this Agreement, provided the loss carryforward, calculated as described in Exhibit C of this Agreement, is non-negative. Upon election, the reinsurance shall be recaptured at a constant rate by reducing the quota share percentage set forth in Article I, paragraph 1, by [*] per month. The reduction shall begin in the month of election and continue for [*]. The quota share percentage will then be equal to [*] and the reinsurance ceded hereunder will be fully recaptured and this Agreement will then be terminated. 4. Should the Company fail to pay reinsurance premiums when due, Swiss Re Life & Health may give the Company 30 days notice, after reinsurance premiums are 90 days or more in arrears, that reinsurance coverage on the affected reinsurance is suspended. The reinsurance coverage will be reinstated at the option of Swiss Re Life & Health upon receipt of all the overdue premiums. However, Swiss Re Life & Health shall have no liability for claims that occur during a period of suspension. Also, suspension of reinsurance coverage shall not relieve the Company of liability for premiums due Swiss Re Life & Health. -25- ARTICLE XX Severability 1. If any provision of this Agreement is determined to be invalid or unenforceable, such determination will not affect or impair the validity or the enforceability of the remaining provisions of this Agreement. -26- IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA By: /s/ illegible Attest: /s/ illegible ---------------------------------- ---------------------------- Title: illegible Title: AVR, Product illegible Date: June 23, 1998 Date: June 23, 1998 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible ---------------------------------- ---------------------------- Title: Vice President Title: Reinsurance Services Officer Date: June 30, 1998 Date: July 2, 1998 -27- EXHIBIT A Variable Annuities Covered Under This Agreement I. Contract Data VENTURE COMBINATION FIXED AND VARIABLE ANNUITY WHERE THE OWNER HAS NOT ELECTED THE GUARANTEED INCOME RIDER
Contract Form Numbers* Product Codes ---------------------------------------- ------------------------------------- All contracts beginning with Form VEN 7, 8, 17, 18, 27 Annual Ratchet Number 207; except 207-VFA-NY; MLL 27 Annual Ratchet Include VFA-MN; include all certificates (Enhanced) Beginning with VFA-CERT VENTURE.001 VEN 20, 21, 22, 23, 25, 26 VENTURE.003 MRP 20, 21, 22, 23, 25, 26 VENTURE.005 MLL 25 and 26
* Includes all state variations of annual ratchet death benefit II. Issue Dates Covered Contracts issued on or after July 1, 1998. III. GMDB Design VEN 7, 8, 17, 18, 27, and MLL 27 Enhanced (formerly covered under the Automatic Reinsurance Agreement dated August 1, 1995 and Amendments. Death Benefit Paid on Death of Last Surviving Annuitant). Issue Ages less Than 85; Annual Ratchet to Attained Age 85. Reinsurance terminates upon attained age 85. VEN 20, 21, 22, 23, 25, 26 & MRP 20, 21, 22, 23, 25, 26 & MLL 25 and 26 (formerly covered under the Automatic Reinsurance Agreement dated August 1, 1995, and Amendments. Death Benefit Paid on Death of Owner) Issue Ages less Than 81; Annual Ratchet to Attained Age 85; Reinsurance terminates upon attained age 85. Issue Ages Over 81; Contract Value, Not covered under agreement. VEN 20, 21, 22, 23, 25, 26 & MRP 20, 21, 22, 23, 25, 26 & MLL 25 and 26 (formerly covered under the Automatic Reinsurance Agreement dated August 1, 1995, and Amendments. Death Benefit Paid on Death of Owner) Issue Ages Less Than 81; Annual Ratchet to Attained Age 81; Frozen Thereafter. Issue Ages 81 to 85; Return of Principal Provision for Spousal Re-registration. Upon the death of the contract owner, the mortality net amount at risk, if any, will be payable to Manulife, and the beneficiary may subsequently take over the contract; upon the death of the beneficiary, the mortality net amount at risk, if any, will be payable to Manulife. EXHIBIT B Sub-Accounts TRUST PORTFOLIO Pacific Rim Emerging Markets Fund Science & Technology Fund International Small Cap Fund Emerging Growth Fund Pilgrim Baxter Growth Fund Small/Mid Cap Fund International Stock Fund Worldwide Growth Fund Small Company Value Fund Global Equity Fund Growth Fund Equity Fund Quantitative Equity Fund Blue Chip Growth Fund Real Estate Securities Fund Value Fund International Growth and Income Fund Growth and Income Fund Equity-Income Fund Balanced Fund Aggressive Asset Allocation Fund High Yield Fund Moderate Asset Allocation Fund Conservative Asset Allocation Fund Strategic Bond Fund Global Government Bond Fund Capital Growth Bond Fund Investment Quality Bond Fund U. S. Government Securities Fund Money Market Fund Lifestyle Conservative Fund Lifestyle Moderate Fund Lifestyle Balanced Fund Lifestyle Growth Fund Lifestyle Aggressive Fund Special Value Fund Basic Value Fund Developing Markets Fund EXHIBIT C Loss Carryforward Definitions and Formulae t = current month q = current quarter SIGMA AV(t) = Sum total of Swiss Re Life & Health's quota share percentage of account values at end of month t Avg. AV(t) = [*] of (SIGMA AV (t-1) + SIGMA AV (t)) SIGMA GMDB(t) = Sum total of Swiss Re Life & Health's quota share percentage of guaranteed minimum death benefits at end of month t Avg. GMDB(t) = [*] of (SIGMA GMDB(t-1) + SIGMA GMDB(t)) APR = annualized premium rate for each product combination MPR = Monthly premium rate for each product combination = (APR / 12) RP(t) = Reinsurance premiums due at end of month t DBR(t) = Death benefit recoveries in month t = Sum of individual reinsured variable net risk amounts reimbursed upon death DBR(o) = O MEC(t) = Monthly expense charge for month t, applied to average aggregate account value over the month = [*] x Avg. AV(t) MEC(o) = O CFWD(t) = Carryforward from month (t-1), adjusted for interest = [AdjP(t-1) x (1 + CIR(t))] CFWD(1) = O CIR(t) = Carryforward interest rate for month t = [*] / 12 EXHIBIT C, continued AdjP(t) = Adjusted profit for all products reinsured hereunder for month t = RP(t)-DBR(t)-MEC(t)+CFWD(t) AdjP(o) = 0 AdjP(y) = Adjusted profit for calendar year y Note: This Loss Carryforward methodology will be applied to all classes of risks reinsured under this agreement as though they were one class. AMENDMENT NO. I To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company of North America And SWISS RE LIFE & HEALTH AMERICA, INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1. The attached Exhibit B will be substituted for the corresponding schedule attached to this Agreement indicating new funds which have been added to the Agreement, with corresponding inception dates. 2. This Amendment shall be effective May 1, 1999 IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company of North America By: /s/ illegible Attest: /s/ illegible ---------------------------------- ------------------------------- Title: VP, US Annuities Title: AVP, Product Actuary Date: March 10, 1999 Date: March 10, 1999 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible ---------------------------------- ------------------------------- Title: Managing Actuary Title: Reinsurance Services Officer Date: April 6, 1999 Date: April 6, 1999 THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, COMPANY OF NORTH AMERICA INC. VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 PREPARED 3/8/99 AMENDMENT II EFFECTIVE MAY 1, 1999 EXHIBIT B SUB-ACCOUNTS OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA SEPARATE ACCOUNT A
Fund Date Fund Description ----------------------------------------- ---------------------------------- VARIABLE FUNDS: Manufacturers Advisor Corporation October 4,1994 Pacific Rim Emerging Markets Trust October 4,1994 Quantitative Equity Trust April 30, 1987 Real Estate Securities Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust Founders Asset Management, Inc. March 4, 1996 International Small Cap Trust January 1, 1997 Balanced Trust Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIMCapital Management, Inc. January 1, 1997 Aggressive Growth Trust March 4, 1996 Mid Cap Growth Trust Capital Guardian Trust Company May 1, 1999 Small Company Blend Trust May 1, 1999 U.S. Large Cap Value Trust August 3, 1989 Income & Value Trust August 3, 1989 Diversified Bond Trust Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust April 23, 1991 Growth & Income Trust June 18, 1985 Investment Quality Bond Trust Fidelity Management Trust Company January 9, 1995 Overseas Trust June 18, 1985 Mid Cap Blend Trust August 13, 1989 Large Cap Growth Trust Rowe Price - Fleming International, Inc. January 1, 1997 International Stock Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, COMPANY OF NORTH AMERICA INC. VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 PREPARED 3/8/99 AMENDMENT II EFFECTIVE MAY 1, 1999 EXHIBIT B SUB-ACCOUNTS OF THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA SEPARATE ACCOUNT A (CONTINUED)
Fund Date Fund Description --------------------------------------- ------------------------------------ VARIABLE FUNDS: Rosenberg October 1, 1997 Small Company Value Trust Morgan Stanley Asset Management, Inc. March 18, 1988 Global Equity Trust State Street Global Advisors July 15, 1996 Growth Trust Miller Anderson & Shepperd, LLP January 1, 1997 High Yield Trust January 1, 1997 Value Trust Salomon Brothers Asset Management, Inc. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust Merrill Lynch October 13, 1997 MLAM Basic Value Focus October 13, 1997 MLAM Special Value Focus October 13, 1997 MLAM Developing Capital Markets Focus FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year
The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the Manufacturers Investment Trust. THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 3/8/99 VENTURE SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT II EFFECTIVE MAY 1, 1999 AMENDMENT NO. II To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company of North America And SWISS RE LIFE & HEALTH AMERICA, INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is mutually agreed that effective the 1st day of August, 1999: A. ARTICLE V, Reinsurance Premiums, is revised as attached. B. Exhibit A, Variable Annuities Covered Under this Agreement, is revised as attached. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company of North America By: /s/ Hugh McHaffie Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP, U.S. Annuities Title: VP, CFO & Treasurer Date: April 26, 1999 Date: April 30, 1999 SWISS RE LIFE & HEALTH AMERICA, INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP, Pricing Title: Reinsurance Services Officer Date: May 20, 1999 Date: May 20, 1999 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT III EFFECTIVE MARCH 15, 1999 SWISS RE LIFE & HEALTH AMERICA, INC. AMENDMENT NO II (Continued) ARTICLE V Reinsurance Premiums 1. (a) Reinsurance premiums shall be calculated monthly. The initial total reinsurance premium in the month that this agreement becomes effective shall at least equal [*] multiplied by the quota share percentage reinsured by Swiss Re Life & Health. Subsequent reinsurance premiums shall be equal to [*] of the prior calendar month's death claim reimbursement, subject to the minimum and maximum monthly premiums stated in 1(b) and 1(c), below. (b) The minimum monthly premium shall be equal to the product of the minimum monthly premium rate and Swiss Re Life & Health's quota share percentage of all average aggregate account values over each calendar month of all variable annuities reinsured hereunder. The minimum monthly premium rate for the products reinsured hereunder, expressed in basis points, shall be equal to: VEN 7*, 8*, 17*, 18*, 27* - ANNUAL RATCHET MRP 7*, 17*, 27* - ANNUAL RATCHET MLL 27* - ANNUAL RATCHET
Tax Qualified Non-Qualified Issue Ages Minimum Premium Rate Minimum Premium Rate ---------- -------------------- -------------------- <85 [*] [*]
VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 -- ANNUAL RATCHET MRP 20, 21, 22, 23, 25, 26 -- ANNUAL RATCHET MLL 25, 26 AND 28 -- ANNUAL RATCHET
Tax Qualified Non-Qualified Issue Ages Minimum Premium Rate Minimum Premium Rate ---------- -------------------- -------------------- <81 [*] [*]
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT III EFFECTIVE MARCH 15, 1999 AMENDMENT NO II (Continued) ARTICLE V (Continued) VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 -- ANNUAL RATCHET MRP 20, 21, 22, 23, 25, 26 -- ANNUAL RATCHET MLL 25, 26 AND 28 -- ANNUAL RATCHET
Tax Qualified Non-Qualified Issue Ages Minimum Premium Rate Minimum Premium Rate ---------- -------------------- -------------------- 81 - 85 [*] [*]
* coverage assumes that the net number of contracts for these products previously inforce with Swiss Re Life & Health and issued as new business under this Agreement, at the end of each calendar quarter, continues to decline. (c) The maximum monthly premium shall be equal to the product of the maximum monthly premium rate and Swiss Re Life & Health's quota share percentage of the average aggregate account values over each calendar month of all variable annuities reinsured hereunder. The maximum monthly premium rate for the products reinsured hereunder, expressed in basis points, shall be equal to: VEN 7*, 8*, 17*, 18*, 27* - ANNUAL RATCHET MRP 7*, 17*, 27* - ANNUAL RATCHET MLL 27* - ANNUAL RATCHET
Tax Qualified Non-Qualified Issue Ages Maximum Premium Rate Maximum Premium Rate ---------- -------------------- -------------------- <85 [*] [*]
VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 -- ANNUAL RATCHET MRP 20, 21, 22, 23, 25, 26 -- ANNUAL RATCHET MLL 25, 26 AND 28 -- ANNUAL RATCHET
Tax Qualified Non-Qualified Issue Ages Maximum Premium Rate Maximum Premium Rate ---------- -------------------- -------------------- <81 [*] [*]
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT III EFFECTIVE MARCH 15, 1999 AMENDMENT NO II (Continued) ARTICLE V (Continued) VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 -- RETURN OF PRINCIPAL MRP 20, 21, 22, 23, 25, 26 -- RETURN OF PRINCIPAL MLL 25, 26 AND 28 -- RETURN OF PRINCIPAL
Tax Qualified Non-Qualified Issue Ages Maximum Premium Rate Maximum Premium Rate ---------- -------------------- -------------------- 81 - 85 [*] [*]
* coverage assumes that the net number of contracts for these products previously inforce with Swiss Re Life & Health and issued as new business under this Agreement, at the end of each calendar quarter, continues to decline. 2. The monthly reinsurance premium shall be due and payable as described in Article VI. Swiss Re Life & Health reserves the right to charge interest on premiums not remitted in accordance with the schedule set forth in Article VI. The interest rate payable by the Company to Swiss Re Life & Health for overdue premiums shall be the [*] rate as first published in the Wall Street Journal in the month following the end of the billing period plus [*]. The method of calculation shall be simple interest "Bankers' Rule" (or 360 day year). 3. The reinsurance premium structure described above shall remain in effect as long as the death benefit design, the contract fees, the mortality and expense charges, the administration fees, and the surrender charges in effect at the inception of this Agreement remain unchanged. THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT III EFFECTIVE MARCH 15, 1999 AMENDMENT NO II (Continued) EXHIBIT A Variable Annuities Covered Under This Agreement I. Contract Data VENTURE COMBINATION FIXED AND VARIABLE ANNUITY WHERE THE OWNER HAS NOT ELECTED THE GUARANTEED INCOME RIDER
Contract Form Numbers* Product Codes ---------------------- ----------------------------------- All contracts beginning with Form VEN 7, 8, 17, 18, 27 Annual Ratchet Number 207; except 207-VFA-NY; MRP7, 17, 27, MLL 27 Annual Ratchet Include VFA-MN; include all certificates (Enhanced) Beginning with VFA-CERT VENTURE.001 VEN 20, 21, 22, 23, 25, 26, 28, 30 VENTURE.003 VEN 31, 32, 33, 34 VENTURE.005 MRP 20, 21, 22, 23, 25, 26 MLL 25, 26, 28
* Includes all state variations of annual ratchet death benefit II. Issue Dates Covered Contracts issued on or after July 1, 1998. III. GMDB Design VEN 7, 8, 17, 18, 27, MRP 7, 17, 27 and MLL 27 Enhanced (formerly covered under the Automatic Reinsurance Agreement dated august 1, 1995 and Amendments. Death Benefit Paid on Death of Last Surviving Annuitant). Issue Ages Less Than 85; Annual Ratchet to Attained Age 85. Reinsurance terminates upon attained age 85. VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 & MRP 20, 21, 22, 23, 25, 26 & MLL 25, 26 & 28 (formerly covered under the Automatic Reinsurance Agreement dated August 1, 1995, and Amendments. Death Benefit Paid on Death of Owner) Issue Ages Less Than 81; Annual Ratchet to Attained Age 85; Reinsurance terminates upon attained age 85. Issue Ages Over 81; Contract Value, Not covered under agreement. The Manufacturers Life Insurance SWISS RE LIFE & HEALTH AMERICA, INC. Company of North America Venture No. SA712-98 Effective July 1, 1998 Amendment III Effective March 15, 1999 AMENDMENT NO II (Continued) EXHIBIT A (Continued) VEN 20, 21, 22, 23, 25, 26, 28, 30, 31, 32, 33, 34 & MRP 20, 21, 22, 23, 25, 26 & MLL 25, 26 & 28 (formerly covered under the Automatic Reinsurance Agreement dated August 1, 1995, and Amendments. Death Benefit Paid on Death of Owner) Issue Ages Less Than 81; Annual Ratchet to Attained Age 81; Frozen Thereafter. Issue Ages 81 to 85; Return of Principal Provision for Spousal Re-registration. Upon the death of the contract owner, the mortality net amount at risk, if any, will be payable to Manulife, and the beneficiary may subsequently take over the contract; upon the death of the beneficiary, the mortality net amount at risk, if any, will be payable to Manulife. The Manufacturers Life Insurance SWISS RE LIFE & HEALTH AMERICA, INC. Company of North America Venture No. SA712-98 Effective July 1, 1998 Amendment III Effective March 15, 1999 AMENDMENT NO. III To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company of North America And SWISS RE LIFE & HEALTH AMERICA, INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1. The attached Exhibit B will be substituted for the corresponding schedule attached to this Agreement indicating new funds which have been added to the Agreement. 2. This Amendment shall be effective May 1, 2000. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company of North America By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP Title: VP, Treasurer & CFO Date: 3/17/2000 Date: 3/17/2000 SWISS RE LIFE & HEALTH AMERICA, INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP Pricing Title: EVP & Chief Pricing Officer Date: 4/6/00 Date: 4/6/00 THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 3/10/00 VENTURE NO. SA712-98 EFFECTIVE JULY 1,1998 AMENDMENT III EFFECTIVE MAY 1, 2000 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description ---------------------------------- ------------------------------------ VARIABLE FUNDS: Manufacturers Advisor Corporation October 4, 1994 Pacific Rim Emerging Markets Trust October 4, 1994 Quantitative Equity Trust April 30, 1987 Real Estate Securities Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2000 International Index Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust Founders Asset Management, Inc. March 4, 1996 International Small Cap Trust January 1, 1997 Balanced Trust Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. January 1, 1997 Aggressive Growth Trust March 4, 1996 All Cap Growth Trust Capital Guardian Trust Company May 1, 1999 Small Company Blend Trust May 1, 1999 U.S. Large Cap Value Trust August 3, 1989 Income & Value Trust August 3, 1989 Diversified Bond Trust Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust April 23, 1991 Growth & Income Trust June 18, 1985 Investment Quality Bond Trust Fidelity Management Trust Company January 9, 1995 Overseas Trust June 18, 1985 Mid Cap Blend Trust August 3, 1989 Large Cap Growth Trust Rowe Price - Fleming International, Inc. January 1, 1997 International Stock Trust
The Manufacturers Life Insurance SWISS RE LIFE & HEALTH AMERICA, INC. Company of North America Prepared 3/10/00 Venture No. SA712-98 Effective July 1,1998 Amendment III Effective May 1, 2000 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------------------------------------- ------------------------------------- VARIABLE FUNDS: Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust Rosenberg October 1, 1997 Small Company Value Trust Morgan Stanley Asset Management, Inc. March 18, 1988 Global Equity Trust State Street Global Advisors July 15, 1996 Growth Trust Miller Anderson & Shepperd, LLP January 1, 1997 High Yield Trust January 1, 1997 Value Trust Salomon Brothers Asset Management, Inc. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust Janus May 1, 2000 Dynamic Growth Trust Mitchell Hutchins May 1, 2000 Tactical Allocation Trust Munder Capital Management May 1, 2000 Internet Technology Trust Merrill Lynch October 13, 1997 MLAM Basic Value Focus October 13, 1997 MLAM Special Value Focus October 13, 1997 MLAM Developing Capital Markets Focus FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the Manufacturers Investment Trust. THE MANUFACTURES LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 3/10/00 VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT III EFFECTIVE MAY 1, 2000 AMENDMENT NO. IV To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company of North America And SWISS RE LIFE & HEALTH AMERICA, INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1. The attached Exhibit B will be substituted for the corresponding schedule attached to this Agreement indicating the new fund which has been added to the Agreement. 2. This Amendment shall be effective November 1, 2000. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company of North America By: /s/ illegible Attest: --------------------------------- -------------------------------- Title: VP & CFO Title: Date: 10/2/00 Date: SWISS RE LIFE & HEALTH AMERICA, INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: EVP & Chief Pricing Officer Title: VP Pricing Date: 10/30/00 Date: 10/30/00 THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 9/27/00 VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT IV EFFECTIVE MAY 1, 2000 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description ---------------------------------------- ------------------------------------ VARIABLE FUNDS: Manufacturers Advisor Corporation October 4, 1994 Pacific Rim Emerging Markets Trust October 4, 1994 Quantitative Equity Trust April 30, 1987 Real Estate Securities Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2000 International Index Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust Founders Asset Management, Inc. March 4, 1996 International Small Cap Trust January 1, 1997 Balanced Trust Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. January 1, 1997 Aggressive Growth Trust March 4, 1996 All Cap Growth Trust Capital Guardian Trust Company May 1, 1999 Small Company Blend Trust May 1, 1999 U.S. Large Cap Value Trust August 3, 1989 Income & Value Trust August 3, 1989 Diversified Bond Trust Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust April 23, 1991 Growth & Income Trust June 18, 1985 Investment Quality Bond Trust Fidelity Management Trust Company January 9, 1995 Overseas Trust June 18, 1985 Mid Cap Blend Trust August 3, 1989 Large Cap Growth Trust Rowe Price - Fleming International, Inc. January 1, 1997 International Stock Trust
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 9/27/00 VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT IV EFFECTIVE NOVEMBER 1, 2000 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------------------------------------- ------------------------------------- VARIABLE FUNDS: Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust Rosenberg October 1, 1997 Small Company Value Trust Morgan Stanley Asset Management, Inc. March 18, 1988 Global Equity Trust State Street Global Advisors July 15, 1996 Growth Trust Miller Anderson & Shepperd. LLP January 1, 1997 High Yield Trust January 1, 1997 Value Trust Salomon Brothers Asset Management. Inc. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust Janus May 1, 2000 Dynamic Growth Trust Mitchell Hutchins May 1, 2000 Tactical Allocation Trust Munder Capital Management May 1, 2000 Internet Technology Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 MLAM Basic Value Focus October 13, 1997 MLAM Special Value Focus October 13, 1997 MLAM Developing Capital Markets Focus FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the Manufacturers Investment Trust. THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OR NORTH AMERICA PREPARED 9/27/00 VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT IV EFFECTIVE NOVEMBER 1, 2000 AMENDMENT NO. V To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company of North America And SWISS RE LIFE & HEALTH AMERICA, INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1. The attached Exhibit B will be substituted for the corresponding schedule attached to this Agreement indicating the new funds which have been added to the Agreement. 2. This Amendment shall be effective May 1, 2001. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company of North America By: /s/ Illegible Attest: /s/ Illegible --------------------------------- -------------------------------- Title: VP, Annuity Product Dev Title: AVP, Prod Dev Date: 03/26/01 Date: 3/26/07 SWISS RE LIFE & HEALTH AMERICA, INC. By: /s/ Illegible Attest: /s/ Illegible --------------------------------- -------------------------------- Title: VP Pricing Title: EVP Date: 3/29/01 Date: 3/29/01 The Manufacturers Life Insurance SWISS RE LIFE & HEALTH AMERICA, INC. Company of North America Prepared 3/27/01 Venture No. SA712-98 Effective July 1, 1998 Amendment V Effective May 1, 2001 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description ---------------------------------- ----------------------------------- VARIABLE FUNDS: Manufacturers Advisor Corporation October 4, 1994 Pacific Rim Emerging Markets Trust October 4, 1994 Quantitative Equity Trust June 18, 1985 Money Market Trust January 1, 1997 Balanced Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Trust May 1, 2000 500 Index, Trust May 1, 2000 Mid Cap Index, Trust May 1, 2000 Small Cap Index Trust May 1, 2000 International Index Trust May 1, 2001 Quantitative Mid Cap Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust Founders Asset Management, Inc. March 4, 1996 International Small Cap Trust Franklin Advisers. Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. January 1, 1997 Aggressive Growth Trust March 4, 1996 All Cap Growth Trust Capital Guardian Trust Company May 1, 1999 Small Company Blend Trust May 1, 1999 U.S. Large Cap Value Trust August 3, 1989 Income & Value Trust August 3, 1989 Diversified Bond Trust Wellington Management Company, LLP May l, 1999 Mid Cap Stock Trust April 23, 1991 Growth & Income Trust June 18, 1985 Investment Quality Bond Trust Rowe Price - Fleming International, Inc. January 1, 1997 International Stock Trust
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 3/27/01 VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT V EFFECTIVE MAY 1, 2001 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description ------------------------------------------ ------------------------------- VARIABLE FUNDS: Fidelity Management & Research Company January 9, 1995 Overseas Trust June 18, 1985 Strategic Opportunities Trust August 3, 1989 Large Cap Growth Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust Putnam Investment Management, LLC March 18, 1988 Global Equity Trust May 1, 2001 Mid Cap Opportunities Trust SsgA Funds Management, Inc. July 15, 1996 Growth Trust Miller Anderson & Shepperd, LLP January 1, 1997 High Yield Trust January 1, 1997 Value Trust Salomon Brothers Asset Management, Inc. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust Janus May 1, 2000 Dynamic Growth Trust Brinson Advisors, Inc. May 1, 2000 Tactical Allocation Trust Munder Capital Management May 1, 2000 Internet Technology Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Developing capital Markets Focus Coehn & Steers April 30, 1987 Real Estate Securities Trust Dreyfus May 1, 2001 All Cap Value Trust Davis Selected May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust
THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 3/27/01 VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT V EFFECTIVE MAY 1, 2001 EXHIBIT B SUB-ACCOUNTS(CONTINUED)
Fund Date Fund Description ----------------------------------------------- --------------------------------------- VARIABLE FUNDS: Invesco May 1, 2001 Telecommunications Trust May 1, 2001 Mid Cap Growth Trust Lord Abbett May 1, 2001 Mid Cap Value Trust MFS May 1, 2001 Strategic Growth Trust May 1, 2001 Capital Opportunities Trust May 1, 2001 Utilities Trust FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the Manufacturers Investment Trust. THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 3/27/01 VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT V EFFECTIVE MAY 1, 2001 AMENDMENT NO. VI To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company of North America And SWISS RE LIFE & HEALTH AMERICA, INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1. Article XVI, Paragraph 2 will be deleted and replaced by the following: This Agreement may not be assigned by either party without the prior written approval of the other party, except for an assignment by the Company to The Manufacturers Life Insurance Company (U.S.A.) ("ManUSA") in the event the Company merges with ManUSA or assigns the policies covered by the Agreement to ManUSA. 2. This Amendment shall be effective January 1, 2002. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company of North America By: /s/ Illegible Attest: /s/ Diane E. Cronin --------------------------------- -------------------------------- Title: VP Annuity Product Dev. Title: AVP & Pricing Actuary Date: OCT. 16/01 Date: 10-16-2001 SWISS RE LIFE & HEALTH AMERICA, INC. By: /s/ Connie Warner Attest: /s/ Illegible --------------------------------- -------------------------------- Title: VP Marketing Title: VP Pricing Date: Nov. 16/01 Date: 11/19/01 THE MANUFACTURERS LIFE INSURANCE SWISS RE LIFE & HEALTH AMERICA, INC. COMPANY OF NORTH AMERICA PREPARED 10/12/01 VENTURE NO. SA712-98 EFFECTIVE JULY 1, 1998 AMENDMENT VI EFFECTIVE JANUARY 1, 2002 AMENDMENT NO. VII To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company (U.S.A.) And SWISS RE LIFE & HEALTH AMERICA INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies that the attached Exhibit B will be substituted for the corresponding schedule attached to this Agreement to reflect the following: 1) Deutsche Asset Management Investment Services Ltd. integrated as a new subadvisor effective November 25, 2002. 2) New fund additions, mergers and changes all effective May 1, 2003. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company (U.S.A.) By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP & CFO Title: VP Date: 4/26/05 Date: 4/26/05 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: 2VP Title: VP Date: 4/12/05 Date: 4/12/05 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Emerging Markets October 4, 1994 Quantitative Equity Trust June 18, 1985 Money Market Trust January 1, 1997 Balanced Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2000 International Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. January 1, 1997 Aggressive Growth Trust March 4, 1996 All Cap Growth Trust May 5, 2003 Mid Cap Core Trust Capital Guardian Trust Company May 1, 1999 Small Company Blend Trust May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust August 3, 1989 Diversified Bond Trust
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust April 23, 1991 Growth & Income Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust Deutsche Asset Management, Inc. January 1, 1997 International Stock Trust July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company January 9, 1995 Overseas Trust June 18, 1985 Strategic Opportunities Trust August 3, 1989 Large Cap Growth Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Putnam Investment Management, LLC March 18, 1988 Global Equity Trust Salomon Brothers Asset Management, Inc. January 1, 1997 High Yield Trust February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust UBS Global Asset Management May 1, 2000 Global Allocation Trust Munder Capital Management May 5, 2003 Small Cap Opportunities Trust
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Developing Capital Markets Focus Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust MFS May 1, 2001 Strategic Growth Trust May 1, 2001 Strategic Value Trust May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust Mercury Advisors May 5, 2003 Large Cap Value Trust FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the Manufacturers Investment Trust. AMENDMENT NO. VIII To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company (U.S.A.) And SWISS RE LIFE & HEALTH AMERICA INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1) The attached Exhibit B will be substituted for the corresponding schedule attached to this Agreement indicating a new fund which has been added to the Agreement. 2) This Amendment shall be effective August 4, 2003. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company (U.S.A.) By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP & CFO Title: VP Date: 4/26/05 Date: 4/26/05 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: 2VP Title: VP Date: 4/12/05 Date: 4/12/05 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Emerging Markets October 4, 1994 Quantitative Equity Trust June 18, 1985 Money Market Trust January 1, 1997 Balanced Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2000 International Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust T. Rowe Price Associates, Inc January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1,2001 Health Sciences Trust Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. January 1, 1997 Aggressive Growth Trust March 4, 1996 All Cap Growth Trust May 5, 2003 Mid Cap Core Trust Capital Guardian Trust Company May 1, 1999 Small Company Blend Trust May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust August 3, 1989 Diversified Bond Trust
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust April 23, 1991 Growth & Income Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust Deutsche Asset Management, Inc. January 1, 1997 International Stock Trust July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company January 9, 1995 Overseas Trust June 18, 1985 Strategic Opportunities Trust August 3, 1989 Large Cap Growth Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Putnam Investment Management, LLC March 18, 1988 Global Equity Trust Salomon Brothers Asset Management, Inc. January 1, 1997 High Yield Trust February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust UBS Global Asset Management May 1, 2000 Global Allocation Trust Munder Capital Management May 5, 2003 Small Cap Opportunities Trust
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Developing Capital Markets Focus Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust MFS May 1, 2001 Strategic Growth Trust May 1, 2001 Strategic Value Trust May 1. 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account
The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the Manufacturers Investment Trust. AMENDMENT NO. IX To the Automatic Reinsurance Agreement Between The Manufacturers Life Insurance Company (U.S.A.) And SWISS RE LIFE & HEALTH AMERICA INC. Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1) The attached Exhibit B will be substituted for the corresponding schedule attached to this Agreement indicating revisions to the Company's sub-accounts including new funds which have been added to the Agreement. 2) This Amendment shall be effective May 1, 2004. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. The Manufacturers Life Insurance Company (U.S.A.) By: /s/ illegible Attest: /s/ illegible ----------------------------------- ------------------------------ Title: VP & CFO Title: VP Date: 4/26/05 Date: 4/26/05 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible ----------------------------------- ------------------------------ Title: 2VP Title: VP Date: 4/12/05 Date: 4/12/05 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Quantitative Value Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. January 1, 1997 Aggressive Growth Trust March 4, 1996 All Cap Growth Trust May 5, 2003 Mid Cap Core Trust Capital Guardian Trust Company May 1, 1999 Small Company Blend Trust May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust August 3, 1989 Diversified Bond Trust
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust April 23, 1991 Growth & Income Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust Deutsche Asset Management, Inc. January 1, 1997 International Stock Trust July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company January 9, 1995 Overseas Trust June 18, 1985 Strategic Opportunities Trust August 3, 1989 Large Cap Growth Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Salomon Brothers Asset Management, Inc. January 1, 1997 High Yield Trust February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio UBS Global Asset Management May 1, 2000 Global Allocation Trust
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS; Munder Capital Management May 5, 2003 Small Cap Opportunities Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund+ Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Strategic Growth Trust May 1, 2001 Strategic Value Trust May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** American Century Investment Management, Inc. May 1, 2004 Small Company Trust Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Sustainable Growth Advisers, L.P. May 1, 2004 US Global Leaders Growth Trust John Hancock Advisors, LLC May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index++
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. + Developing Capital Markets Focus merged into this fund effective November 1, 2003. ++ International Index Trust** merged into this fund effective June 21, 2004. FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the Manufacturers Investment Trust. AMENDMENT NO. X To the Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1) Exhibit B is replaced as attached to indicate revisions to the Company's sub-accounts including new funds which have been added to the Agreement and fund mergers. 2) This Amendment shall be effective May 2, 2005. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP. Product Development Title: VP & CFO Date: 11/4/2005 Date: 11/4/2005 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: CFO Title: 2VP Date: 9/7/05 Date: 9/8/05 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Quantitative Value Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. March 4, 1996 All Cap Growth Trust May 5, 2003 Mid Cap Core Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust April 23, 1991 Growth & Income Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth Deutsche Asset Management, Inc. January 1, 1997 International Stock Trust July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust August 3, 1989 Large Cap Growth Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Salomon Brothers Asset Management, Inc. January 1, 1997 High Yield Trust February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management May 5, 2003 Small Cap Opportunities Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Strategic Value Trust May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** American Century Investment Management, Inc. May 1, 2004 Small Company Trust
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust Sustainable Growth Advisers, L.P. May 1, 2004 US Global Leaders Growth Trust John Hancock Advisors, LLC May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/John Hancock May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/John Hancock) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. AMENDMENT NO. XI To the Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1) Exhibit B is replaced as attached to indicate revisions to the Company's sub-accounts including new funds which have been added to the Agreement. 2) This Amendment shall be effective August 1, 2005. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ illegible -------------------------------- --------------------------------- Title: VP, Product Development Title: VP & CFO Date: 11/4/2005 Date: 11/4/2005 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible -------------------------------- --------------------------------- Title: CFO Title: 2VP Date: 9/7/05 Date: 9/8/05 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Quantitative Value Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. March 4, 1996 All Cap Growth Trust May 5, 2003 Mid Cap Core Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust August 3, 1989 Large Cap Growth Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Salomon Brothers Asset Management, Inc. January 1, 1997 High Yield Trust February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management May 5, 2003 Small Cap Opportunities Trust Jennison Associates LLC November 1,2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Strategic Value Trust May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004) American Century Investment Management Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005)
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description VARIABLE FUNDS: Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust Sustainable Growth Advisers, LP. May 1, 2004 US Global Leaders Growth Trust John Hancock Advisors, LLC May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/John Hancock May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC U.S. High Yield Bond May 2, 2005 Core Bond May 2, 2005 SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co. LLC April 23, 1991 Growth & Income Trust January 1, 1997 International Stock Trust
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/John Hancock) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. AMENDMENT NO. XII TO THE AUTOMATIC REINSURANCE AGREEMENT BETWEEN JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") AND SWISS RE LIFE & HEALTH AMERICA INC, (hereinafter referred to as "Swiss Re Life & Health") Except is hereinafter specified all terms and conditions of the Automatic Reinsurance agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. It is agreed by the two companies as follows: 1) Exhibit B is replaced as attached to indicate revisions to the Company's fund managers. 2) This Amendment shall be effective January 3, 2006 IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP & CFO Title: VP, PRODUCT DEVELOPMENT Date: 2/24/06 Date: 2/21/06 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: CFO Title: 2VP Date: 1/4/06 Date: 1/4/06 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ----------------------------- VARIABLE FUNDS: MFC Global Investment Management(U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1987 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Quantitative Value Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. March 4, 1996 All Cap Growth Trust May 5, 2003 Mid Cap Core Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- -------------------------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust August 3, 1989 Large Cap Growth Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Salomon Brothers Asset Management, Inc. January 1, 1997 High Yield Trust February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------------------------------------- VARIABLE FUNDS: UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management May 5, 2003 Small Cap Opportunities Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Strategic Value Trust May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004) American Century Investment Management, Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005)
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ------------------------------------ VARIABLE FUNDS: Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust Sustainable Growth Advisers, L.P. May 1, 2004 US Global Leaders Growth Trust Sovereign Asset Management, LLC May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/Sovereign Asset Management, LLC May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co. LLC April 23, 1991 Growth Income Trust January 1, 1997 International Stock Trust
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/ Sovereign Asset) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. AMENDMENT NO. XIII To the Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. Effective February 13, 2006, it is mutually agreed that Exhibit B is revised as attached. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP & CFO Title: VP, Product Development Date: 4/13/06 Date: 5/03/2006 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: Head of Products Title: 2VP Date: 3/10/06 Date: 2/10/06 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ------------------------------ VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive 1000 January 1, 1997 Lifestyle Growth 820 January 1, 1997 Lifestyle Balanced 640 January 1, 1997 Lifestyle Moderate 460 January 1, 1997 Lifestyle Conservative 280 May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Quantitative Value Trust February 13, 2006 Index Allocation Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value Franklin Advisers, Inc. January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. March 4, 1996 All Cap Growth Trust May 5, 2003 Mid Cap Core Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- -------------------------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resource Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company July 18, 1985 Strategic Opportunities Trust August 3, 1989 Large Cap Growth Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Solomon Brothers Asset Management, Inc. January 1, 1997 High Yield Trust February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ----------------------------------------------- VARIABLE FUNDS: UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management May 5, 2003 Small Cap Opportunities Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Strategic Value Trust May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - American (SM) Trust** (closed May 1, 2004) American Century Investment Management, Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005)
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ------------------------------------ VARIABLE FUNDS: Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust Sustainable Growth Advisers, LP. May 1, 2004 US Global Leaders Growth Trust Sovereign Asset Management, LLC May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/Sovereign Asset Management, LLC May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co. LLC April 23, 1991 Growth & Income Trust January 1, 1997 International Stock Trust
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/ Sovereign Asset) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. AMENDMENT NO. XIV To the Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. Effective May 1, 2006, it is mutually agreed that Exhibit B is revised as attached. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) BY: /s/ illegible Attest: /s/ illegible ---------------------------------- ----------------------------- Title: VP & CFO Title: VP, Product Development Date: 7/11/06 Date: 7/11/06 SWISS RE LIFE & HEALTH AMERICA INC. BY: /s/ illegible Attest: /s/ illegible --------------------------------- ------------------------------ Title: Head of Products Title: 2VP Date: 5/12/06 Date: 5/15/06 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ------------------------------ VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive January 1, 1997 Lifestyle Growth January 1, 1997 Lifestyle Balanced January 1, 1997 Lifestyle Moderate January 1, 1997 Lifestyle Conservative May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2001 Quantitative Mid Cap Trust May 1, 2003 Quantitative All Cap Trust May 5, 2004 Quantitative Value Trust February 13, 2006 Index Allocation Trust T. Rowe Price Associates, Inc. January 1, 1997 Science & Technology Trust December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value RCM Capital Management, LLC January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. March 4, 1996 All Cap Growth Trust May 5, 2003 Mid Cap Core Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ----------------------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Salomon Brothers Asset Management, Inc. May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------------------------------------- VARIABLE FUNDS: UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management May 5, 2003 Small Cap Opportunities Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Strategic Value Trust May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004) American Century Investment Management, Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005)
EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ------------------------------------ VARIABLE FUNDS: Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust Sustainable Growth Advisers, L.P. May 1, 2004 US Global Leaders Growth Trust Sovereign Asset Management, LLC May 5, 2003 Emerging Growth Trust May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/Sovereign Asset Management, LLC May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Management, LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co. LLC April 23, 1991 U.S. Core January 1, 1997 International Core Western Asset Management Co. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust January 1, 1997 High Yield Trust
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/ Sovereign Asset) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) EFFECTIVE MAY 1, 2006 Large Cap Growth (Fidelity) merged into Capital Appreciation (Jennison) FUND NAME CHANGES: EFFECTIVE MAY 1, 2006 GMO Growth & Income Trust changed its name to U.S. Core GMO International Stock Trust changed its name to International Core Lifestyle Conservative 280 changed its name to Lifestyle Conservative Lifestyle Moderate 460 changed its name to Lifestyle Moderate Lifestyle Balanced 640 changed its name to Lifestyle Balanced Lifestyle Growth 820 changed its name to Lifestyle Growth Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive FIXED FUNDS: One year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. AMENDMENT NO. XV To the Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. Effective December 1, 2006, it is mutually agreed that Exhibit B is revised as attached. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ illegible --------------------------------- ----------------------------- Title: VP & CFO Title: VP, Product Development Date: 3/20/2007 Date: 3/15/07 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- ----------------------------- Title: EXECUTIVE VICE PRESIDENT Title: VP Date: 1/17/07 Date: 1/9/07 Page 1 EXHIBIT B SUB-ACCOUNTS
FUND DATE FUND DESCRIPTION --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive January 1, 1997 Lifestyle Growth January 1, 1997 Lifestyle Balanced January 1, 1997 Lifestyle Moderate January 1, 1997 Lifestyle Conservative May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Quantitative Value Trust May 1, 2004 Strategic Income Trust February 13, 2006 Index Allocation Trust T. Rowe Price Associates, Inc. December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value T. Rowe Price Associates, Inc./RCM Capital Management, LLC (RCM) January 1, 1997 Science & Technology Trust RCM Capital Management, LLC January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. March 4, 1996 All Cap Growth Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
Page 2 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Clearbridge Advisors, LLC. May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio
Page 3 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------------------------------------- VARIABLE FUNDS: UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management May 5, 2003 Small Cap Opportunities Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004) American Century Investment Management, Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005)
Page 4 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ------------------------------------------ VARIABLE FUNDS: Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust Sustainable Growth Advisers, L.P. May 1, 2004 US Global Leaders Growth Trust Sovereign Asset Management, LLC May 5, 2003 Emerging Growth Trust May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/MFC Global Investment Management (U.S.A.) Limited May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co. LLC April 23, 1991 U.S. Core January 1, 1997 International Core Western Asset Management Co. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust January 1, 1997 High Yield Trust
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. Page 5 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian] merged into Active Bond (Declaration/ Sovereign Asset) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) EFFECTIVE MAY 1, 2006 Large Cap Growth (Fidelity) merged into Capital Appreciation (Jennison) EFFECTIVE DECEMBER 1, 2006 Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global) Strategic Value Trust (MFS) merged into Large Cap Value Trust (Merrill/ Black Rock) FUND NAME CHANGES: EFFECTIVE MAY 1, 2006 GMO Growth & Income Trust changed its name to U.S. Core GMO International Stock Trust changed its name to International Core Lifestyle Conservative 280 changed its name to Lifestyle Conservative Lifestyle Moderate 460 changed its name to Lifestyle Moderate Lifestyle Balanced 640 changed its name to Lifestyle Balanced Lifestyle Growth 820 changed its name to Lifestyle Growth Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive FUND MANAGER NAME CHANGES: EFFECTIVE DECEMBER 1, 2006 Sovereign Asset Management LLC changed its name to MFC Global Investment Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income Trust, and Emerging Growth Trust) Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name to Clearbridge Advisors, LLC (Special Value Trust) Page 6 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FIXED FUNDS One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. Page 7 AMENDMENT NO. XVI To the Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. Effective November 12, 2007, it is mutually agreed that Exhibit B is revised as attached. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ illegible ---------------------------------- ------------------------------- Title: VP & CFO Title: VP Product Development Date: 1/31/08 Date: 2/28/08 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible ---------------------------------- ------------------------------- Title: CFO Title: SVP Date: Jan 31/08 Date: 2/4/08 Page 1 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive January 1, 1997 Lifestyle Growth January 1, 1997 Lifestyle Balanced January 1, 1997 Lifestyle Moderate January 1, 1997 Lifestyle Conservative May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 1, 2001 Quantitative Mid Cap Trust May 5, 2003 Quantitative All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Quantitative Value Trust May 1, 2004 Strategic Income Trust February 13, 2006 Index Allocation Trust November 12, 2007 American Fundamental Holdings Trust November 12, 2007 American Global Diversification Trust T. Rowe Price Associates, Inc. December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value T. Rowe Price Associates, Inc./RCM Capital Management, LLC (RCM) January 1, 1997 Science & Technology Trust RCM Capital Management, LLC January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. March 4, 1996 All Cap Growth Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
Page 2 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust May 1, 2000 Dynamic Growth Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Clearbridge Advisors, LLC. May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio
Page 3 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management May 5, 2003 Small Cap Opportunities Trust Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004) American Century Investment Management, Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005)
Page 4 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust Sustainable Growth Advisers, L.P. May 1, 2004 US Global Leaders Growth Trust Sovereign Asset Management, LLC May 5, 2003 Emerging Growth Trust May 1, 2004 Strategic Income Trust State Street Global Advisor May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/MFC Global Investment Management (U.S.A.) Limited May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co. LLC April 23, 1991 U.S. Core January 1, 1997 International Core Western Asset Management Co. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust January 1, 1997 High Yield Trust
* Sub-Advisor changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. Page 5 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/ Sovereign Asset) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) EFFECTIVE MAY 1, 2006 Large Cap Growth (Fidelity) merged into Capital Appreciation (Jennison) EFFECTIVE DECEMBER 1, 2006 Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global) Strategic Value Trust (MFS) merged into Large Cap Value Trust (Merrill/Black Rock) FUND NAME CHANGES: EFFECTIVE MAY 1, 2006 GMO Growth & Income Trust changed its name to U.S. Core GMO International Stock Trust changed its name to International Core Lifestyle Conservative 280 changed its name to Lifestyle Conservative Lifestyle Moderate 460 changed its name to Lifestyle Moderate Lifestyle Balanced 640 changed its name to Lifestyle Balanced Lifestyle Growth 820 changed its name to Lifestyle Growth Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive FUND MANAGER NAME CHANGES: EFFECTIVE DECEMBER 1, 2006 Sovereign Asset Management LLC changed its name to MFC Global Investment Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income Trust, and Emerging Growth Trust) Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name to Clearbridge Advisors, LLC (Special Value Trust) Page 6 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. Page 7 AMENDMENT NO. XVII To the Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. Exhibit B is revised as attached effective with the dates (April 25, 2008, April 28, 2008, and June 2, 2008) listed in the Exhibit. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: VP & CFO Title: SVP & COO Date: 8/13/2008 Date: 8/13/2008 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible --------------------------------- -------------------------------- Title: CFO Title: SVP Date: 5/7/09 Date: 4/30/08 Page 1 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive January 1, 1997 Lifestyle Growth January 1, 1997 Lifestyle Balanced January 1, 1997 Lifestyle Moderate January 1, 1997 Lifestyle Conservative May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 5, 2003 Optimized All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Optimized Value Trust May 1, 2004 Strategic Income Trust February 13, 2006 Index Allocation Trust November 12, 2007 American Fundamental Holdings Trust November 12, 2007 American Global Diversification Trust T. Rowe Price Associates, Inc. December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value JUNE 2, 2008 CAPITAL APPRECIATION VALUE T. Rowe Price Associates, Inc./RCM Capital Management, LLC (RCM) January 1, 1997 Science & Technology Trust RCM Capital Management, LLC January 1, 1997 Emerging Small Company Trust AIM Capital Management, Inc. March 4, 1996 All Cap Growth Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
Page 2 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth June 2, 2008 Core Allocation Plus Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Clearbridge Advisors, LLC. May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management May 5, 2003 Small Cap Opportunities Trust
Page 3 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004) American Century Investment Management, Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005) Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust
Page 4 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Sovereign Asset Management, LLC May 5, 2003 Emerging Growth Trust May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/MFC Global Investment Management (U.S.A.) Limited May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co. LLC April 23, 1991 U.S. Core January 1, 1997 International Core Western Asset Management Co. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust January 1, 1997 High Yield Trust DIMENSIONAL FINANCIAL ADVISORS JUNE 2, 2008 DISCIPLINED DIVERSIFICATION
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. Page 5 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/Sovereign Asset) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) EFFECTIVE MAY 1, 2006 Large Cap Growth (Fidelity) merged into Capital Appreciation (Jennison) EFFECTIVE DECEMBER 1, 2006 Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global) Strategic Value Trust (MFS) merged into Large Cap Value Trust (Merrill/Black Rock) EFFECTIVE APRIL 25, 2008 Dynamic Growth Trust (fund manager changed to Wellington effective December 17, 2007) merged into Mid Cap Stock (Wellington) U.S. Global Leaders Growth Trust (fund manager changed to T. Rowe Price effective January 17, 2008) merged into Blue Chip Growth Trust (T. Rowe Price) Quantitative Mid Cap Trust (MFC Global) merged into Mid Cap Index Trust (MFC Global) FUND NAME CHANGES: EFFECTIVE MAY 1, 2006 GMO Growth & Income Trust changed its name to U.S. Core GMO International Stock Trust changed its name to International Core Lifestyle Conservative 280 changed its name to Lifestyle Conservative Lifestyle Moderate 460 changed its name to Lifestyle Moderate Lifestyle Balanced 640 changed its name to Lifestyle Balanced Lifestyle Growth 820 changed its name to Lifestyle Growth Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive EFFECTIVE APRIL 28, 2008 Quantitative Value Trust changed its name to Optimized Value Trust Quantitative All Cap Trust changed its name to Optimized All Cap Trust Page 6 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MANAGER NAME CHANGES: EFFECTIVE DECEMBER 1, 2006 Sovereign Asset Management LLC changed its name to MFC Global Investment Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income Trust, and Emerging Growth Trust) Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name to Clearbridge Advisors, LLC (Special Value Trust) FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. Page 7 AMENDMENT NO. XVIII To the Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. Exhibit B, Sub-Accounts, is replaced as attached in order to document the following changes: Effective June 27, 2008, Davis Selected Advisers replaced Grantham, Mayo, Van Otterloo & Co. LLC as the sub-adviser to the U.S. Core fund. Effective June 30, 2008, Invesco Aim Capital Management was added as a sub-advisor to the Small Cap Opportunities Trust. Munder Capital Management will continue as a sub-advisor to this fund. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) BY: /s/ illegible ATTEST: /s/ illegible --------------------------------- ------------------------------- Title: VP & CFO Title: SVP & COO Date: 10/20/08 Date: 10/24/2008 SWISS RE LIFE & HEALTH AMERICA INC. BY: /s/ illegible ATTEST: /s/ illegible --------------------------------- ------------------------------- Title: CFO Title: SVP Date: 9/18/08 Date: 9/12/08 Page 1 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive January 1, 1997 Lifestyle Growth January 1, 1997 Lifestyle Balanced January 1, 1997 Lifestyle Moderate January 1, 1997 Lifestyle Conservative May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 5, 2003 Optimized All Cap Trust May 5, 2003 Emerging Growth Trust May 1, 2004 Optimized Value Trust May 1, 2004 Strategic Income Trust February 13, 2006 Index Allocation Trust November 12, 2007 American Fundamental Holdings Trust November 12, 2007 American Global Diversification Trust T. Rowe Price Associates, Inc. December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value June 2, 2008 Capital Appreciation Value T. Rowe Price Associates, Inc./RCM Capital Management, LLC (RCM) January 1, 1997 Science & Technology Trust RCM Capital Management, LLC January 1, 1997 Emerging Small Company Trust Invesco Aim Capital Management, Inc. March 4, 1996 All Cap Growth Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
Page 2 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth June 2, 2008 Core Allocation Plus Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Clearbridge Advisors, LLC. May 5, 2003 Special Value Trust Van Kampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio UBS Global Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management and Invesco Aim Capital Management May 5, 2003 Small Cap Opportunities Trust
Page 3 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Selected Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust April 23, 1991 U.S. Core Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004) American Century Investment Management, Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005) Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust
Page 4 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Sovereign Asset Management, LLC May 5, 2003 Emerging Growth Trust May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/MFC Global Investment Management (U.S.A.) Limited May 2, 2005 Active Bond Independence Investment LLC May 2, 2005 Small Cap Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co, LLC January 1, 1997 International Core Western Asset Management Co. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust January 1, 1997 High Yield Trust Dimensional Financial Advisors June 2, 2008 Disciplined Diversification
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. Page 5 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/Sovereign Asset) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) EFFECTIVE MAY 1, 2006 Large Cap Growth (Fidelity) merged into Capital Appreciation (Jennison) EFFECTIVE DECEMBER 1, 2006 Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global) Strategic Value Trust (MFS) merged into Large Cap Value Trust (Merrill/Black Rock) EFFECTIVE APRIL 25, 2008 Dynamic Growth Trust (fund manager changed to Wellington effective December 17, 2007) merged into Mid Cap Stock (Wellington) U.S. Global Leaders Growth Trust (fund manager changed to T. Rowe Price effective January 17, 2008) merged into Blue Chip Growth Trust (T. Rowe Price) Quantitative Mid Cap Trust (MFC Global) merged into Mid Cap Index Trust (MFC Global) FUND NAME CHANGES: EFFECTIVE MAY 1, 2006 GMO Growth & Income Trust changed its name to U.S. Core GMO International Stock Trust changed its name to International Core Lifestyle Conservative 280 changed its name to Lifestyle Conservative Lifestyle Moderate 460 changed its name to Lifestyle Moderate Lifestyle Balanced 640 changed its name to Lifestyle Balanced Lifestyle Growth 820 changed its name to Lifestyle Growth Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive EFFECTIVE APRIL 28, 2008 Quantitative Value Trust changed its name to Optimized Value Trust Quantitative All Cap Trust changed its name to Optimized All Cap Trust Page 6 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MANAGER NAME CHANGES: EFFECTIVE DECEMBER 1, 2006 Sovereign Asset Management LLC changed its name to MFC Global Investment Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income Trust, and Emerging Growth Trust) Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name to Clearbridge Advisors, LLC (Special Value Trust) EFFECTIVE MARCH 31, 2008 AIM Capital Management, Inc, changed its name to Invesco Aim Capital Management, Inc. FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. Page 7 AMENDMENT NO. XIX To The Automatic Reinsurance Agreement Between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (hereinafter referred to as "the Company") And SWISS RE LIFE & HEALTH AMERICA INC. (hereinafter referred to as "Swiss Re Life & Health") Except as hereinafter specified all terms and conditions of the Automatic Reinsurance Agreement effective the 1st day of July, 1998, amendments and addenda attached thereto, shall apply, and this Amendment is to be attached to and made a part of the aforesaid Agreement. Effective November 7, 2008, Exhibit B, Sub-Accounts, is replaced as attached. IN WITNESS WHEREOF, the Company and Swiss Re Life & Health have caused their names to be subscribed and duly attested hereunder by their respective Authorized Officers. JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) By: /s/ illegible Attest: /s/ illegible -------------------------------- ------------------------------ Title: VP & CFO Title: VP & COO Date: 3/16/09 Date: 3/16/2009 SWISS RE LIFE & HEALTH AMERICA INC. By: /s/ illegible Attest: /s/ illegible -------------------------------- ------------------------------ Title: CFO Title: SVP Date: 3/3/09 Date: 2/23/09 Page 1 EXHIBIT B SUB-ACCOUNTS
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: MFC Global Investment Management (U.S.A.) Limited October 4, 1994 Pacific Rim Trust June 18, 1985 Money Market Trust January 1, 1997 Lifestyle Aggressive January 1, 1997 Lifestyle Growth January 1, 1997 Lifestyle Balanced January 1, 1997 Lifestyle Moderate January 1, 1997 Lifestyle Conservative May 1, 2000 Total Stock Market Index Trust May 1, 2000 500 Index Trust May 1, 2000 Mid Cap Index Trust May 1, 2000 Small Cap Index Trust May 5, 2003 Optimized All Cap Trust May 1, 2004 Optimized Value Trust May 1, 2004 Strategic Income Trust February 13, 2006 Index Allocation Trust November 12, 2007 American Fundamental Holdings Trust November 12, 2007 American Global Diversification Trust T. Rowe Price Associates, Inc. December 11, 1992 Blue Chip Growth Trust February 19, 1993 Equity Income Trust October 1, 1997 Small Company Value Trust May 1, 2001 Health Sciences Trust May 2, 2005 Mid Value June 2, 2008 Capital Appreciation Value T. Rowe Price Associates, Inc./RCM Capital Management, LLC (RCM) January 1, 1997 Science & Technology Trust RCM Capital Management, LLC January 1, 1997 Emerging Small Company Trust Invesco Aim Capital Management, Inc. March 4, 1996 All Cap Growth Trust Capital Guardian Trust Company May 1, 1999 U.S. Large Cap Trust August 3, 1989 Income & Value Trust May 2, 2005 Overseas Equity
Page 2 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Wellington Management Company, LLP May 1, 1999 Mid Cap Stock Trust June 18, 1985 Investment Quality Bond Trust May 5, 2003 Natural Resources Trust May 2, 2005 Mid Cap Stock May 2, 2005 Small Cap Value May 2, 2005 Small Cap Growth June 2, 2008 Core Allocation Plus Deutsche Asset Management, Inc. July 15, 1996 All Cap Core Trust April 30, 1987 Real Estate Securities Trust Fidelity Management & Research Company June 18, 1985 Strategic Opportunities Trust Templeton Investment Counsel, Inc. May 1, 1999 International Value Trust March 4, 1996 International Small Cap Trust Templeton Global Advisors Limited March 18, 1988 Global Trust* Clearbridge Advisors, LLC. May 5, 2003 Special Value Trust VanKampen Investments January 1, 1997 Value Trust Pacific Investment Management Company March 18, 1988 Global Bond Trust May 1, 1999 Total Return Trust May 5, 2003 Real Return Bond Trust May 1, 2004 PIMCO VIT All Asset Portfolio UBSGlobal Asset Management May 1, 2000 Global Allocation Trust May 2, 2005 Large Cap Munder Capital Management and Invesco Aim Capital Management May 5, 2003 Small Cap Opportunities Trust
Page 3 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Jennison Associates LLC November 1, 2000 Capital Appreciation Trust Merrill Lynch October 13, 1997 Basic Value Focus October 13, 1997 Special Value Focus October 13, 1997 Global Allocation V.I. Fund Davis Selected Advisors May 1, 2001 Financial Services Trust May 1, 2001 Fundamental Value Trust Lord Abbett & Co., LLC May 1, 2001 Mid Cap Value Trust May 1, 2001 All Cap Value Trust Massachusetts Financial Services Company May 1, 2001 Utilities Trust American Funds May 5, 2003 American Growth Trust May 5, 2003 American International Trust May 5, 2003 American Growth-Income Trust May 5, 2003 American Blue Chip Income & Growth Trust August 1, 2005 American Bond Trust Mercury Advisors May 5, 2003 Large Cap Value Trust Great Companies, LLC August 4, 2003 Great Companies - America (SM) Trust** (closed May 1, 2004) American Century Investment Management, Inc. May 1, 2004 Small Company Trust** (closed August 1, 2005) Legg Mason Funds Management, Inc. May 1, 2004 Core Equity Trust Pzena Investment Management, LLC May 1, 2004 Classic Value Trust
Page 4 EXHIBIT B SUB-ACCOUNTS (CONTINUED)
Fund Date Fund Description --------- ---------------- VARIABLE FUNDS: Sovereign Asset Management, LLC May 1, 2004 Strategic Income Trust State Street Global Advisers May 1, 2004 John Hancock VST International Index Declaration Management and Research LLC/MFC Global Investment Management (U.S.A.) Limited May 2, 2005 Active Bond Marsico Capital Management LLC May 2, 2005 International Opportunities Wells Fargo Fund Management LLC May 2, 2005 U.S. High Yield Bond May 2, 2005 Core Bond SSgA Funds Management, Inc. May 2, 2005 International Equity Index Grantham, Mayo, Van Otterloo & Co. LLC January 1, 1997 International Core Western Asset Management Co. February 19, 1993 Strategic Bond Trust May 1, 1988 U.S. Government Securities Trust January 1, 1997 High Yield Trust Dimensional Financial Advisors June 2, 2008 Disciplined Diversification
* Sub-Adviser changed effective December 5, 2003. ** Indicates funds that are closed to new money and transfers, where there is business in force. Page 5 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND MERGERS: EFFECTIVE NOVEMBER 1, 2003 Developing Capital Markets Focus (Merrill Lynch) merged into Global Allocation V.I. (Merrill Lynch) EFFECTIVE JUNE 21, 2004 International Index Trust (MFC) merged into John Hancock VST International Index (State Street) EFFECTIVE MAY 2, 2005 Strategic Growth (MFS) merged into U.S. Global Leaders (Sustainable Growth Advisors) Small Company Blend Trust (Capital Management) merged into Small Cap Opportunities (Munder) Overseas (Fidelity) merged into International Value (Templeton) Diversified Bond (Capital Guardian) merged into Active Bond (Declaration/Sovereign Asset) Aggressive Growth (AIM) merged into Mid Cap Stock (Wellington) EFFECTIVE MAY 1, 2006 Large Cap Growth (Fidelity) merged into Capital Appreciation (Jennison) EFFECTIVE DECEMBER 1, 2006 Mid Cap Core Trust (AIM) merged into Mid Cap Index (MFC Global) Strategic Value Trust (MFS) merged into Large Cap Value Trust (Merrill/Black Rock) EFFECTIVE APRIL 25, 2008 Dynamic Growth Trust (fund manager changed to Wellington effective December 17, 2007) merged into Mid Cap Stock (Wellington) U.S. Global Leaders Growth Trust (fund manager changed to T. Rowe Price effective January 17, 2008) merged into Blue Chip Growth Trust (T. Rowe Price) Quantitative Mid Cap Trust (MFC Global) merged into Mid Cap Index Trust (MFC Global) EFFECTIVE NOVEMBER 7, 2008 Emerging Growth Trust (MFC Global Investment Management USA Limited) merged into Small Cap Growth Trust (Wellington Management Company LLP) Small Cap Trust (Independence Investment LLC) merged into Small Cap Growth Trust (Wellington Management Company LLP) U.S. Core Trust (Davis Selected Advisors) merged into Fundamental Value Trust (Davis Selected Advisors) Page 6 EXHIBIT B SUB-ACCOUNTS (CONTINUED) FUND NAME CHANGES: EFFECTIVE MAY 1, 2006 GMO Growth & Income Trust changed its name to U.S. Core GMO International Stock Trust changed its name to International Core Lifestyle Conservative 280 changed its name to Lifestyle Conservative Lifestyle Moderate 460 changed its name to Lifestyle Moderate Lifestyle Balanced 640 changed its name to Lifestyle Balanced Lifestyle Growth 820 changed its name to Lifestyle Growth Lifestyle Aggressive 1000 changed its name to Lifestyle Aggressive EFFECTIVE APRIL 28, 2008 Quantitative Value Trust changed its name to Optimized Value Trust Quantitative All Cap Trust changed its name to Optimized All Cap Trust FUND MANAGER NAME CHANGES: EFFECTIVE DECEMBER 1, 2006 Sovereign Asset Management LLC changed its name to MFC Global Investment Management (U.S.A.) Limited (Funds affected: Active Bond Trust, Strategic Income Trust, and Emerging Growth Trust) Solomon Brothers Asset Management, Inc. (Special Value Trust) changed its name to Clearbridge Advisors, LLC (Special Value Trust) EFFECTIVE MARCH 31, 2008 AIM Capital Management, Inc. changed its name to Invesco Aim Capital Management, Inc. FIXED FUNDS: One Year Three Year Five Year Six Year Seven Year 6-month DCA Account 12-month DCA Account The assets of each sub-account of the Variable Account are invested in shares of a corresponding portfolio of the John Hancock Trust. Page 7