PARTICIPATION AGREEMENT



     THIS AGREEMENT is made and entered into this 1st day of July, 2003, as

amended and restated May 1, 2004, April 20, 2005 and March 26, 2007 by and among

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (formerly, The Manufacturers Life

Insurance Company (U.S.A.)), a stock life insurance company existing under the

laws of Michigan ("Manulife USA"), JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW

YORK (formerly, The Manufacturers Life Insurance Company of New York, a stock

life insurance company organized under the laws of New York ("Manulife New

York")), JOHN HANCOCK LIFE INSURANCE COMPANY ("John Hancock") and JOHN HANCOCK

VARIABLE LIFE INSURANCE COMPANY ("John Hancock Life") (Manulife USA Manulife New

York, John Hancock and John Hancock Life are each referred to herein as a

"Company" and collectively as the "Companies"), each on behalf of itself and its

variable annuity and variable life insurance separate accounts (each an

"Account;" collectively, the "Accounts"), JOHN HANCOCK TRUST, formerly,

Manufacturers Investment Trust, a business trust organized under the laws of the

Commonwealth of Massachusetts (the "Trust") and JOHN HANCOCK DISTRIBUTORS, LLC,

formerly, Manulife Financial Securities LLC, a limited liability company

organized under the laws of Delaware (the "Distributor").



     WHEREAS, the Trust is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended (the "1940 Act"),

and its shares are registered under the Securities Act of 1933, as amended (the

"1933 Act");



     WHEREAS, the Trust serves as an investment vehicle underlying variable life

insurance and variable annuity contracts issued by the Companies (the

"Contracts");



     WHEREAS, the beneficial interest in the Trust is divided into separate

series of shares as identified in the Trust's registration statement under the

1933 Act (as amended from time to time) (the "Funds"), each representing the

interest in a particular portfolio of securities and other assets and each of

which may issue multiple classes of shares;



     WHEREAS, the Trust has obtained from the Securities and Exchange Commission

("SEC") an order granting exemptions from certain provisions of and rules under

the 1940 Act to the extent necessary to permit shares of the Trust to be sold to

and held by, among others, variable annuity and variable life insurance separate

accounts ("separate accounts") of both affiliated and unaffiliated life

insurance companies ("Participating Insurance Companies") and certain qualified

pension and retirement plans ("Qualified Plans") (the "Exemptive Order");



     WHEREAS, the Distributor serves as the principal underwriter with respect

to each class of shares of the Trust and is registered as a broker-dealer under

the Securities Exchange Act of 1934 (the "1934 Act") and is a member of the

National Association of Securities Dealers, Inc. ("NASD");



     WHEREAS, each of the Companies has registered or will register its

Contracts under the 1933 Act, except to the extent a particular Contract is or

will be exempt from such registration;



     WHEREAS, each of the Companies has registered or will register each of its

Accounts as a unit investment trust under the 1940 Act, except to the extent a

particular Account is or will be exempt from such registration; and



     WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Companies intend to purchase shares of the Funds on behalf of

their respective Accounts to fund the Contracts, and



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the Trust is authorized to sell such shares to unit investment trusts such as

each Account at net asset value;



     NOW, THEREFORE, in consideration of their mutual promises set forth herein,

the Companies, the Trust and the Distributor agree as follows:



1. PURCHASE AND REDEMPTION OF FUND SHARES



1.1 Subject to the terms of the Distribution Agreement in effect from time to

time between the Trust and the Distributor, the Trust agrees to make shares of

the Funds available for purchase by the Accounts (including the subaccounts

thereof) at the applicable net asset value per share next computed, in

accordance with the provisions of the then current prospectus and statement of

additional information of the Trust, after receipt by the Trust or its designee

of an order for purchase. The Trust agrees to use reasonable efforts to

calculate such net asset value on each day on which the New York Stock Exchange

is open for trading. Notwithstanding the foregoing, the Board of Trustees of the

Trust (the "Board" or the "Trustees") may refuse to sell shares of any Fund to

any person, or suspend or terminate the offering of shares of any Fund, if such

action is required by law or by regulatory authorities having jurisdiction or

is, in the sole discretion of the Trustees acting in good faith and in light of

their fiduciary duties under federal and any applicable state laws, in the best

interests of such Fund and its shareholders (including variable contract

owners).



1.2 Each of the Companies shall submit payment for the purchase of shares of a

Fund on behalf of an Account on the next Business Day after an order to purchase

such shares is made in accordance with the provisions of Section 1.1 hereof.

"Business Day" shall mean any day on which the New York Stock Exchange is open

for trading and on which the Trust calculates the net asset value of shares of

the Funds. Payment shall be in federal funds transmitted by wire to the Trust's

custodian.



1.3 The Trust agrees to redeem for cash (except as otherwise provided in the

Trust's prospectus) any full or fractional shares of any Fund, when requested by

a Company on behalf of an Account, at the net asset value next computed, in

accordance with the provisions of the then current prospectus and statement of

additional information of the Trust, after receipt by the Trust or its designee

of a request for redemption. The Trust shall make payment for such shares in the

manner established from time to time by the Trust. Payment of redemption

proceeds will normally be paid to a Company on behalf of its Account in federal

funds transmitted by wire on the next Business Day after receipt by the Trust or

its designee of a request for redemption.



1.4 Each of the Companies agrees that all purchases and redemptions by its

Accounts of shares of the Funds will be in accordance with the provisions of

then current prospectus and statement of additional information of the Trust and

in accordance with any procedures that the Trust, the Distributor or the Trust's

transfer agent may establish from time to time governing purchases and

redemptions of shares of the Funds generally.



1.5 Payments by a Company for the purchase of shares of the Funds by its

Accounts under Section 1.2 and payments by the Trust of the proceeds of the

redemption of shares of the Funds by such Accounts under Section 1.3 may be

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