UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 
 PRE-EFFECTIVE AMENDMENT NO. 1
TO
 
 FORM F-3
 REGISTRATION STATEMENTUNDER
THE SECURITIES ACT OF 1933
 
 Manulife Financial 
Corporation
    
    (Exact name of each Registrant as
specified in its charter)
    
    John Hancock Life
Insurance
Company (U.S.A.)Canada
    
    (State or other jurisdiction of
incorporation or organization)
    
    Michigan98-0361647
    
    (I.R.S. Employer Identification No.)
    
    01-0233346200 Bloor Street East 
Toronto, Ontario, 
Canada M4W 1E5
(416) 926-3000
    
    (Address and telephone number of
each Registrants principal executive offices)
    
    601 Congress Street
Boston, Massachusetts 02210-2805
(617) 663-3000Stephen P. Sigurdson, Esq. 
Manulife Financial Corporation 
200 Bloor Street East 
Toronto, Ontario, 
Canada M4W 1E5
(416) 926-3000
    
    (Name, address and telephone number of
agent for service)
    
    Arnold R. Bergman, Esq.
Scott A. Lively, Esq.
John Hancock Life Insurance
Company (U.S.A.)
601 Congress Street
Boston, Massachusetts 02210-2805
(617) 663-3000
 Copies to:
 Andrew J. Beck, Esq. 
Torys LLP 
237 Park Avenue 
New York, NY 10017
(212) 880-6000
    
    Stephen E. Roth, Esq.
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, D.C. 20004 -2415
(202) 383-0158
 
  
 o
 þ
 o
 o
 o
 o
 
 
 The Registrants hereby amend this registration statement on such date or dates as may be necessary
to delay its effective date until the Registrants shall file a further amendment which specifically
states that this registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




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##### 



The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted. 
 Subject
to Completion, Dated June 27, 2011
 
  
  
 
 
 
 Inflation Guard John
Hancock Life Insurance Company (U.S.A.) John Hancock USA
 
 
  
 
 in part The interest we will credit to your Account
Value is never linked so as to directly correspond with any currently published CPI-U
percentage.
 
 
    
    You make a single Purchase Payment for the Contract (an amount that you pay
to us to purchase a Contract).
 o
    
    The minimum Purchase Payment depends on the Term you select,
but in no event will be less than $25,000.o
    
    The maximum Purchase Payment (without our prior approval) is
$1,000,000.
 
    
    You may not make additional Purchase Payments for a Contract, but you may
purchase additional Contracts at the then prevailing rates and Terms.
    
    You designate the Term to which we allocate your Purchase Payment.
    
    Regardless of the annual changes in the CPI-U, the Indexed Crediting Rate will
never fall below 0% (the Floor Rate) nor be greater than a Rate Cap. The Rate
Cap will be set no lower than 5%.
    
    You select a method under your Contract for receiving payments upon
annuitization (an Annuity Option) or an alternate form of settlement acceptable
to us.
 Please read this prospectus carefully and keep it for future reference. It contains information
about the Contract and the MFC Subordinated Guarantee that a prospective purchaser should know
before investing.
 
 There are risks associated with the purchase of a Contract. risk that inflation and the change in




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##### 



CPI-U may
exceed the contract Rate Cap, any Because of the Market Value
Adjustment provision of the Contract, you bear the investment risk that the Guaranteed Margins
offered by us at the time of withdrawal or at annuitization may be higher than the Guaranteed
Margins applied to the Contract with the result that the amount you receive upon withdrawal or
annuitization may be reduced by the Market Value Adjustment and may be less than your original
investment in the Contract. See II. Overview  Are there any risks in purchasing this
Contract? and IV. Charges, Deductions and Adjustments  Adjustments and Charges upon
Withdrawals.
 
 Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
 These securities are not deposits with, or obligations of, or guaranteed or endorsed by, any bank
or any affiliate thereof, and are not insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other government agency.
 The MFC Subordinated Guarantee does not relieve the Company of any obligations under its Contracts.
Therefore, the MFC Subordinated Guarantee is in addition to all of the rights and benefits that the
Contracts otherwise provide.
 
 Your ability to enforce civil liabilities related to the MFC Subordinated Guarantee under U.S.
securities laws may be affected adversely by the fact that MFC is organized under the laws of
Canada, most of its officers and directors and some of the experts named in this prospectus are
residents of Canada, and a substantial portion of MFCs assets are located outside the United
States.
 
 You should be aware that owning these securities may have tax consequences both in the United
States and Canada. This prospectus and any applicable prospectus supplement may not describe these
tax consequences fully. You should read the tax discussion contained in this prospectus and in any
applicable prospectus supplement.
 
 
 
 You should rely on the information contained in or incorporated by reference in this prospectus or
any applicable prospectus supplement and on the other information included in the registration
statement of which this prospectus forms a part. We have not authorized anyone to provide you with
different or additional information. We are not making an offer of the securities covered by this
prospectus in any jurisdiction where the offer is not permitted by law.
 
 There is no market through which these securities may be sold and purchasers may not be able to
resell securities purchased under this prospectus.
 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)Annuities Service Center
    
    Mailing Address164 Corporate Drive
    
    Post Office Box 9505Portsmouth, NH 03801-6815
    
    Portsmouth, NH 03802-9505(617) 663-3000 or
    
    www.jhannuities.com(800) 344-1029
 
 
 
 
 June 27, 2011
 
 ii




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##### 



ABOUT THIS PROSPECTUS
    
    
    1I. GLOSSARY OF SPECIAL TERMS
    
    
    2II. OVERVIEW
    
    
    5ARE THERE ANY RISKS IN PURCHASING THIS CONTRACT?
    
    
    9III. DESCRIPTION OF THE CONTRACT
    
    
    11ELIGIBLE GROUPS FOR GROUP ANNUITY CONTRACT
    
    
    11ACCUMULATION PROVISIONS
    
    
    11Purchase Payment
    
    
    11Cancellation
    
    
    12How Interest is Credited
    
    
    12Withdrawals
    
    
    13Special Withdrawal Services  The Systematic Withdrawal Program
    
    
    14Telephone and Electronic Transactions
    
    
    14Death Benefit before Maturity Date
    
    
    14ANNUITY PROVISIONS
    
    
    15General
    
    
    15Annuity Options
    
    
    16Death Benefit on or after Maturity Date
    
    
    16OTHER CONTRACT PROVISIONS
    
    
    16Right to Review
    
    
    16Ownership
    
    
    17Beneficiary
    
    
    17Annuitant
    
    
    17Spouse
    
    
    18Modification
    
    
    18Our Approval
    
    
    18Discontinuance of New Owners
    
    
    18Misstatement and Proof of Age, Sex or Survival
    
    
    18Non-participating
    
    
    18IV. CHARGES, DEDUCTIONS AND ADJUSTMENTS
    
    
    19FEE TABLE
    
    
    19ADJUSTMENTS AND CHARGES UPON WITHDRAWALS
    
    
    19Free Withdrawal Amount
    
    
    20Market Value Adjustment Factor
    
    
    20Withdrawal Charge
    
    
    22Waiver of Applicable Withdrawal Charge and
Market Value Adjustment  Confinement to Nursing
Home
    
    
    22Impact of Market Value Adjustment and Withdrawal
Charge on Payable Withdrawal Amounts and
Account Value
    
    
    23OTHER CHARGES AND DEDUCTIONS
    
    
    24Taxes
    
    
    24V. GENERAL INFORMATION ABOUT US
    
    
    25THE COMPANY
    
    
    25CPI MVA SEPARATE ACCOUNT
    
    
    25DISTRIBUTION OF THE CONTRACT
    
    
    26VI. THE MFC SUBORDINATED GUARANTEE
    
    
    27DESCRIPTION OF MANULIFE FINANCIAL CORPORATION
    
    
    27DESCRIPTION OF THE MFC SUBORDINATED GUARANTEE
    
    
    27What additional guarantee applies to my Contract?
    
    
    27What are the reasons for the additional MFC Subordinated Guarantee?
    
    
    27What are the terms of the MFC Subordinated Guarantee?
    
    
    27WHERE YOU CAN FIND MORE INFORMATION
    
    
    29ENFORCEMENT OF JUDGMENTS
    
    
    30VII. FEDERAL TAX MATTERS
    
    
    32INTRODUCTION
    
    
    32Our Tax Status
    
    
    32Taxation of Annuities in General
    
    
    32QUALIFIED RETIREMENT PLANS
    
    
    34In General
    
    
    34QUALIFIED PLAN TYPES
    
    
    35Direct Rollover Rules
    
    
    36Federal Income Tax Withholding
    
    
    37VIII. GENERAL MATTERS
    
    
    38CONFIRMATION STATEMENTS
    
    
    38LEGAL PROCEEDINGS
    
    
    38LEGAL OPINIONS
    
    
    38EXPERTS
    
    
    38NOTICES AND REPORTS TO CONTRACT OWNERS
    
    
    38CONTRACT OWNER INQUIRIES
    
    
    38APPENDIX A: HOW INTEREST IS CREDITED
    
    
    A-1APPENDIX B: EXAMPLES OF MARKET VALUE ADJUSTMENT CALCULATIONS
    
    
    B-1APPENDIX C: WITHDRAWAL CHARGE SCHEDULE
    
    
    C-1APPENDIX D: HISTORICAL RATES FOR CPI AND S&P
    
    
    D-1APPENDIX E: STATE PREMIUM TAXES
    
    
    E-1




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1




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##### 



Account Value:
 
 
 Annuitant:
 
 
 Annuity Option:
 
 
 Annuity Payment(s):
 
 Annuities Service Center:
 
 Beneficiary:
 
 
 Certificate:
 
 
 Contingent Beneficiary:
 
 
 Contract:
 
 
 Contract Anniversary:
 
 
 Contract Date:
 
 
 Contract Value Interests:
 
 Contract Year:
 
 Code:
 
 
 CPI MVA Separate Account:
 
 CPI-U:
 2




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##### 



Due Proof of Death:
 
 (a)
    
    a certified copy of a death certificate;(b)
    
    a certified copy of a decree of a court of competent jurisdiction as to the
finding of death; or(c)
    
    any other proof satisfactory to us.
 Declared Interest Rate:
 
 Fixed Annuity:
 
 Floor Rate:
 
 Free Withdrawal Amount:
 
 General Account:
 
 
 Gross Withdrawal Amount:
 
 Group Holder:
 
 Guaranteed Margin:
 Index:
 
 Indexed Crediting Rate:
 
 Initial Term:
 
 Market Value Adjustment:
 
 
 Maturity Date:
 
 
 
 Nonqualified Contracts:
 
 Owner or Contract Owner:
 
 
 Payee:
 
 3




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##### 



Payment or Purchase Payment:
 
 Qualified Contracts:
 
 Qualified Plans:
 
 
 Rate Cap:
 
 Subsequent Term:
 Term:
 4




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##### 



What kind of Contract is described in this Prospectus?
 
  
 
 any
 
 
    
    to start a Subsequent Term (up to a maximum Maturity Date  the date on which
annuity benefits are scheduled to commence),
    
    to start Annuity Payments under an Annuity Option (see III. Description of the
Contract  Annuity Options), or
    
    to receive your Account Value.
 
  
 
  
 
 ® Age 55  You purchase a Contract and elect an Initial 5-Year Term. We credit interest during
the first Contract Year of the Term at the then current Declared Interest Rate. We credit
interest during the second Contract Year at the Indexed Crediting Rate that we calculate on the
first Contract Anniversary. We credit interest during each remaining Contract Year in the
Initial Term at the then current Indexed Crediting Rate we calculate on each Contract
Anniversary until the end of the Initial Term.
 
 
 ® Age 60  You renew for a Subsequent 6-Year Term. We credit interest during the first Contract
Year of the Term at the then current Declared Interest Rate. We credit interest during each
remaining Contract Year in this Subsequent Term at the then current Indexed Crediting Rate we
calculate on each Contract Anniversary until the end of this Subsequent Term.
 
 
 ® Age 66  You renew for a Subsequent 5-Year Term. We credit interest during the first Contract
Year of the Term at the then current Declared Interest Rate. We credit interest during each
remaining Contract Year in this Subsequent Term at the then current Indexed Crediting Rate we
calculate on each Contract Anniversary until the end of this Subsequent Term.
 
 
 ® Age 71  You elect to begin Annuity Payments.
 
 
 We may assess a withdrawal charge and make a Market Value Adjustment to your Account Value if you
elect to start Annuity Payments or receive your Account Value outside of a 30-day period at the end
of a Term, which is the first 30 days of the next Subsequent Term (please see IV. Charges,
Deductions and Adjustments  Adjustments and Charges upon Withdrawal).
 
 
  
 
    
    Participation in a group Contract will be separately accounted for by the issuance of
a Certificate evidencing the Owners interest under the Contract.
    
    Ownership of an individual Contract will be evidenced by the issuance of an
individual annuity Contract.
  5




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##### 



Retirement Plans.
 
 
    
    the Contract allows only a single Purchase Payment in a minimum amount stated on the
first page of this prospectus. (See Tax Deferral below.)
    
    we will not separately account for any part of the Purchase Payment, Account Value or an
Annuity Payment as attributable to both a Roth account and a non-Roth account, even if
permitted in your Qualified Plan.
    
    any transfer of Account Value from a Contract used to fund a non-Roth account to a Roth
account permitted in your Qualified Plan (or from a Contract used to fund a Roth account to
a non-Roth account) may incur withdrawal charges and be subject to a Market Value
Adjustment.
  How can I invest money in the Contract?
 
  
  
  
 
 How does my Account Value grow?
 
 
 Terms.
 
 
 Crediting Rates.
 
 
 in our sole discretion
 
 
  
 
    
    the annual changesin the All Items Consumer Price Index for All Urban
Consumers for the U.S. City Average (published monthly by the Department of Labor, the
CPI-U) as determined three months prior to the Contract Anniversary; adjusted by
    
    a rate that we will determine, in our sole discretion, for the Indexed
Crediting Rate and the Market Value Adjustment factor (the Guaranteed Margin). The
Guaranteed Margin is guaranteed by us for the duration of the Term and, under certain
market conditions, could be a negative value. (Please see IV. Charges, Deductions and
Adjustments  Adjustments and Charges upon Withdrawals, for a discussion of the impact
of the Guaranteed Margin on the Market Value Adjustment factor.)
 6




---



##### 



Inflation Guard
 
 
  
 
 Account Value(at eachChange in
    
    Guaranteed
    
    
    
    
    
    ContractYear
    
    CPI-U
    
    Margin
    
    Crediting Rate
    
    Anniversary)Declared Interest Rate
(applicable to first year only)
    
    
    1
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    3.25
    %
    
    $
    103,250Indexed Crediting Rate
(the percentage change in
CPI-U plus the Guaranteed
Margin  applicable to the
second and any subsequent
years)
    
    
    2
    
    
    
    1.50
    %
    
    
    0.20
    %
    
    
    1.70
    %
    
    $
    105,0053
    
    
    
    -0.10
    %
    
    
    0.20
    %
    
    
    0.10
    %
    
    $
    105,1104
    
    
    
    0.50
    %
    
    
    0.20
    %
    
    
    0.70
    %
    
    $
    105,8465
    
    
    
    -1.20
    %
    
    
    0.20
    %
    
    
    0.00
    %
    
    $
    105,8466
    
    
    
    2.30
    %
    
    
    0.20
    %
    
    
    2.50
    %
    
    $
    108,4927
    
    
    
    10.23
    %
    
    
    0.20
    %
    
    
    8.00
    %
    
    $
    117,1718
    
    
    
    2.20
    %
    
    
    0.20
    %
    
    
    2.40
    %
    
    $
    119,9839
    
    
    
    7.95
    %
    
    
    0.20
    %
    
    
    8.00
    %
    
    $
    129,58210
    
    
    
    2.80
    %
    
    
    0.20
    %
    
    
    3.00
    %
    
    $
    133,470
 
 
 How We Set the Declared Interest Rate and the Guaranteed Margin.
 
 The CPI-U percentages are only one part of the total crediting rate formula. We use the prior years change in the CPI-U, as a percentage, to help calculate the interest we will credit to your
Account Value in the current year. The interest we will credit to your Account Value is never
linked so as to directly correspond with any currently published CPI-U percentage.
 
 
 Regardless of the annual changes in the CPI-U, the Indexed Crediting Rate will never be less than a
minimum floor amount of 0% (the Floor Rate). For more detailed information on how interest is
credited to your Contract, including the impact of Floor Rates and Rate Caps, see III.
Description of the Contract  Accumulation Provisions  Accumulation of Account Value, and
Appendix A: How Interest is Credited.
 May I make withdrawals under the Contract?
 Withdrawals.
 
    
    You must withdraw an amount at least equal to $1,000, the minimum specified in the
Contract.
    
    If a partial withdrawal (plus any applicable withdrawal charge and after giving
effect to any Market Value Adjustment) reduces the Account Value to less than $5,000,
the minimum specified in the Contract, we may treat the partial withdrawal as a total
withdrawal.
 What fees and charges do I pay under the Contract?
 
 Withdrawal Charges.
 
 7




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Market Value Adjustment.
 
 
 State Premium Taxes.
 
 
 What are some benefits of the Contract?
 
 Telephone and Electronic Transactions.
 
 
 Death Benefits.
 
 
 Annuity Payments.
 
 Can I return my Contract?
 
  
 What are the tax consequences of purchasing the Contract?
 
 Tax Deferral. When you purchase a
Contract for any tax-qualified retirement plan, including an IRA, the Contract does not provide any
additional tax deferred treatment of earnings beyond the treatment provided by the plan for a
non-Roth account. Consequently, you should purchase a Contract for an IRA or other Qualified Plan
only on the basis of other benefits offered by the Contract. These benefits may include lifetime
income payments, protection through death benefits, and guaranteed fees.
 
 8




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Are there any risks in purchasing this Contract?
  
 Company/Guarantor Risk.
 
 
 Risks Related to the MFC Subordinated Guarantee.
 
 
 Market Value Adjustment Risk. The Market Value Adjustment, alone or in combination
with the applicable withdrawal charges, could result in your total withdrawal proceeds being less
than your Purchase Payment.
 
 Risks Related to the Withdrawal Charge.
 
  Because we assess a withdrawal charge if you take a withdrawal from the Contract before the end of
your elected Term, and because you may elect Subsequent Terms upon the expiration of any Term,
withdrawal charges will apply, according to the schedules that appear in IV. Charges, Deductions
and Adjustments  Fee Table and in Appendix C, for as long as you own your Contract. See IV.
Charges, Deductions and Adjustments  Withdrawal Charge for more detailed information.
 
 
 The Indexed Crediting Rate Will Be Based upon the Annual Percentage Change of the CPI-U, combined
with the declared Guaranteed Margin for your current Term. The Indexed Crediting Rate could be as
low as the Floor Rate and will never be greater than the Rate Cap established for the current Term Under certain market conditions, the Guaranteed Margin may be a negative number.
 
 The CPI-U Itself and the Way the CPI-U is Calculated may Change in the Future.
 The Department of Labors Bureau of Labor Statistics may revise and republish prior published CPI-U
historic rates.
 9




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##### 



Inflation and year-over-year CPI-U change may exceed our Rate Cap on the Indexed Crediting Rate.
There can be no assurance that inflationary changes in specified consumer prices in any particular
year will not be greater than the Rate Cap. In such event, your Contract credited interest earnings
will not keep pace with inflation.
 
 
 The Historical Levels of the CPI-U are not an Indication of the Future Levels of the CPI-U.
 
 10




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##### 



Eligible Groups for Group Annuity Contract
 
 
  
 
    
    the Contract allows for only a single Purchase Payment in an amount of at least the
amount stated on the first page of this prospectus;
    
    we will not separately account for any part of the Purchase Payment, Account Value or an
Annuity Payment as attributable to both a Roth account and a non-Roth account, even if
permitted in your Qualified Plan; and
    
    any transfer of Account Value from a Contract used to fund a non-Roth account to a Roth
account permitted in your Qualified Plan (or from a Contract used to fund a Roth account to
a non-Roth account) may incur withdrawal charges and be subject to a Market Value
Adjustment.
 
  
   
  
 
 Accumulation Provisions
 
 Purchase Payment
 
  
 
  
 
    
    is part of a tax-free exchange pursuant to Section 1035 of the Code (see VII. Federal
Tax Matters  Exchanges of Annuity Contracts for a more detailed discussion); or
    
    is a trustee-to-trustee transfer of Qualified Plan funds from either a non-Roth account
or from a Roth account permitted under your plan, but not both. We will not knowingly
permit a Contract to be issued if you wish to transfer funds for both Roth and non-Roth
accounts permitted under your plan. (See III. Description of the Contract  Eligible
Groups For Group Annuity Contract.)
 
  
 11




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##### 



Initial Term.
 
 
 Subsequent Terms.
 
 
  
 
 
 Cancellation
 
 
  
 
 
 How Interest is Credited
 
 
 Declared Interest Rate.
 
 
 Indexed Crediting Rate. could be a negative value
 
 
 Floor Rate and Rate Cap.
 
 
 EXAMPLES:
 
 
 ,
 
 12




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##### 



Determining the Indexed Crediting Rate.
 
 
 
 3.06%
 
 
 Impact of Rate Floor on Indexed Crediting Rate.
 
 
 
 0%
 
 
 Impact of Rate Cap on Indexed Crediting Rate.
 
 
 
 8%
 
 
 Withdrawals
 
  
 
  
 
  
  13




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
    
    you may receive less than the amount requested because of the imposition of contract
charges, including any applicable Market Value Adjustment; and
    
    we will cancel your Contract as of the date we receive the request at our Annuities
Service Center.
 
  
 
 Withdrawals are subject to Contract charges and Market Value Adjustments (see IV. Charges,
Deductions and Adjustments  Adjustments and Charges upon Withdrawals). Withdrawals from the
Contract also may be subject to income tax and a 10% penalty tax. Withdrawals are permitted from
Contracts issued in connection with Section 403(b) Qualified Plans only under limited circumstances
(see VII. Federal Tax Matters).
 
 
 Special Withdrawal Services  The Systematic Withdrawal Program
 
 1 2
 
  
 Telephone and Electronic Transactions
    
 
 Death Benefit before Maturity Date
 
  14




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##### 



(i)
    
    as an Annuity Option as described in the Contract; or(ii)
    
    over the life of the Beneficiary, or over a period not to extend beyond the life
expectancy of the Beneficiary, with such distributions beginning within one year from
the date of the Owners death; or(iii)
    
    within five (5) years of the Owners death; or(iv)
    
    in one lump sum.
 
  
    
 Annuity Provisions
 
 General
 
  
 
 th 1 e.g
 
  
 
 1
    
    We will deny our consent to a later
Maturity Date based upon any current or future legal restrictions imposed by
state laws and regulations, by regulatory authorities or by the Code and the IRS. Currently, for Nonqualified Contracts, the IRS has
not provided guidance with respect to a maximum date on which annuity payments
must start. In the event that any future rulings, regulations, or other
pronouncements by the IRS provide us with guidance, we may need to restrict
your ability to change to a Maturity Date under a Nonqualified Contract which
occurs when the Annuitant is at an advanced age (for example, past age 95). You
should consult with a qualified tax advisor for information about potential
adverse tax consequences for such Maturity Dates. 
 15




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##### 



Annuity Options
 
  
  
    
    Option (a): Non-Refund Life Annuity.We will make Annuity Payments during the
lifetime of the Annuitant. No payments are due after the death of the Annuitant. Since
we do not guarantee that any minimum number of payments will be made, an Annuitant may
receive only one payment if the Annuitant dies prior to the date the second payment is
due.
    
    Option (b): Life Annuity with Payments Guaranteed for 5, 10 or 20 Years.We will make
Annuity Payments for the guaranteed period elected and continuing thereafter during the
lifetime of the Annuitant. Since we guarantee payments for the period elected, we will
make Annuity Payments to the end of such period even if the Annuitant dies prior to the
end of the period.
   
  
 
 
 Death Benefit on or after Maturity Date
 
  
 Other Contract Provisions
 
 Right to Review
 
  
 16




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Ownership
  
  
    
 Beneficiary
  
 Annuitant
   17




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##### 



Spouse
 
  
  
 Modification
 
  
 
 
 
 Our Approval
  
 Discontinuance of New Owners
  
 Misstatement and Proof of Age, Sex or Survival
  
 Non-participating
  18




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##### 



Fee Table
 
 
 Contract Owner Transaction Expenses 1
 Maximum Withdrawal Charge 2, 3    Contract/Certificate Year at Time of Withdrawal  Initial Term
 
 
 Term
    
    1
    
    2
    
    3
    
    4
    
    5
    
    6
    
    7
    
    8
    
    9
    
    101 Year
    
    
    0
    %2 Year
    
    
    0
    %
    
    
    0
    %3 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %4 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %5 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %6 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %7 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
    
    
    4
    %8 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
    
    
    4
    %
    
    
    3
    %9 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
    
    
    4
    %
    
    
    3
    %
    
    
    2
    %10 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
    
    
    4
    %
    
    
    3
    %
    
    
    2
    %
    
    
    1
    %
 
 
 1
    
    State premium taxes may also apply to your Contract,
which currently range from 0.50% to 3.50% of your
Purchase Payment (see Appendix E: State Premium Taxes).2
    
    This charge is taken upon withdrawal or surrender within
the specified period of years measured from the date of
your election of either an Initial or Subsequent Term
(see Withdrawal Charge below).3
    
    Withdrawal charges vary by Terms. Because you select the
Term, you determine your withdrawal charge period.
Depicted in this table are the maximum withdrawal charges
that will ever be imposed on this Contract, and which
apply to the Initial Term only. For the full schedule of
withdrawal charges by Subsequent Terms, please see
Appendix C: Withdrawal Charge Schedule. 
 
 Adjustments and Charges upon Withdrawals
  
  
    
    if you request a withdrawal or annuitize during the 30 day period after the
expiration of any Term. (We must receive your written request for withdrawal at the end
of a Term during the 30 day period following the end of that Term.); or
    
    if you request to withdraw any available Free Withdrawal Amount; or
    
    if we cancel your Contract should you make withdrawals that bring your Account Value
below $5,000 (However, if the Account Value at the Maturity Date is such that a monthly
payment would be less than our minimum in effect, we may make a single payment in one
lump sum adjusted by any Market Value Adjustment, if applicable, to the Annuitant or
Payee on the Maturity Date.); or
    
    if you should be confined to an eligible Nursing Home as described below in Waiver
of Withdrawal Charge and Market Value Adjustment  Confinement to Nursing Home and
request any withdrawal of your Account Value; or
    
    in connection with our payment of Contract proceeds following the death of the Owner
or, if applicable, the Annuitant, except as described in Accumulation Provisions -
Death Benefit Before Maturity Date.
 
  
 19




---



##### 



Free Withdrawal Amount
 
  
 a)
    
    the annual Required Minimum Distribution amount for Owners of Qualified
Contracts (see VII. Federal Tax Matters) who have attained age 70 1/2; orb)
    
    the amount of interest credited during the 12 months prior to the date of the
request, less any amount deducted from the Account Value for a full or partial
withdrawal (Gross Withdrawal Amounts) taken during the 12 month period prior to the
date of the request.
 
  
 
    
    You purchase a Contract on September 15, 2010 for $100,000 and select a 5-Year Initial
Term.
    
    You withdraw $25,000 at the end of the second year, and you have made no other
withdrawals in the 12 months prior.
    
    Interest earned on your Contract in the second year (the 12 months leading up to your
withdrawal) equals $3,512.
 
  
 
  
 
 
 Market Value Adjustment Factor
 
 
 General.
 
 
 Market Value Adjustment Factor.
 
 (a)
    
    is equal to
 (i)
    
    the amount being withdrawn (in excess of the Free Withdrawal Amount and beforeany
applicable withdrawal charge), or(ii)
    
    the amount being applied to an Annuity Option; and
 (b)
    
    is equal to the Market Value Adjustment factor (the MVA factor).
 
  
 
    
    the Guaranteed Margin offered for the Term you selected and is currently in effect for
your Contract;
    
    the Guaranteed Margin offered on a Term equal to the number of months remaining in your
current Term (as of the date of the withdrawal or annuitization);
    
    an adjustment factor; and
    
    the amount of time remaining in your current Term (as of the date of the withdrawal or
annuitization).
 
  
 
 
 
 M
    
    issue = the Guaranteed Margin in effect for the current Term of your
Contract (expressed as a decimal) (issued Guaranteed Margin).M
    
    withdrawal = the Guaranteed Margin offered on a Term equal to the
number of months remaining in your current Term, as of the date the withdrawal or
annuitization request is processed (expressed as a decimal) (withdrawal Guaranteed
Margin). For purposes of this calculation, months remaining will be rounded up to the
next nearest whole month. If a 
 20




---



##### 



withdrawal Guaranteed Margin of an appropriate duration
is not available, we will declare, solely for the purpose of applying the MVA factor, a
withdrawal Guaranteed Margin that is consistent with the Guaranteed Margin of durations
that are available as of the date of the withdrawal or annuitization.k
    
    = the adjustment factor, which is always 0.25%. This is designed to compensate us
for certain expenses and losses that we may incur, either directly or indirectly, as a
result of withdrawal or annuitization. Thus, even if the issued Guaranteed Margin and
the withdrawal Guaranteed Margin are equal, or even if the withdrawal Guaranteed Margin
is less than the issued Guaranteed Margin by up to 0.25% (the amount of adjustment
factor k), adjustment factor k will cause the Market Value Adjustment to be
negative.n
    
    =the number of months from the date of withdrawal or annuitization to the end of
the current Term. In the case of partial months, n is rounded up to the next month.
For example, assume you purchase a Contract on September 15,
2010 and select a
5-Year Term. On September 15, 2012, you withdraw $25,000.
n equals the number of months remaining between
September 15, 2012 and the end of your 5-Year Term
(September 15, 2015), or 36 months. Generally, the longer the time
remaining in your current Term, the greater the Market Value Adjustment impact on the
amount withdrawn or annuitized. This is because the more months remaining in your Term,
the higher the compounding factor n in the MVA factor. 
  
 
    
    You purchase a Contract on September 15, 2010 for $100,000 and select a 5-Year Initial
Term.
    
    The Guaranteed Margin in effect for a 5-Year Initial Term on your date of purchase is
0.43%.
    
    You withdraw $25,000 at the end of the second year, and have made no other withdrawals
in the 12 months prior.
    
    Because there are three years (36 months) remaining in your Initial Term from the date
you make your withdrawal, we apply to the MVA factor the Guaranteed Margin for a 3-Year
Term that is offered as of the date your withdrawal. The Guaranteed Margin in effect for a
3-Year Term on the date of the withdrawal is 0.71%.
    
    The adjustment factor k is 0.25%.
    
    And, after calculating the Free Withdrawal Amount (see Free Withdrawal Amount above),
the portion of your withdrawal that is subject to the Market Value Adjustment and a
withdrawal charge is $21,488.
 
  
 
  
 
 Impact of the Guaranteed Margin on the Market Value Adjustment. M issue M withdrawal
 
 
    
    if the issued Guaranteed Margin is lowerthan the withdrawal Guaranteed Margin, the
Market Value Adjustment will reducethe amount withdrawn or annuitized; and
    
    if the issued Guaranteed Margin is higherthan the withdrawal Guaranteed Margin plus
the adjustment factor k, the Market Value Adjustment will increasethe amount
withdrawn or annuitized.
 
 increase
 
  Because of the Market Value Adjustment provision of the Contract, you bear the investment risk that
the current available Guaranteed Margin offered by us at the time of withdrawal or annuitization
may be higher than the initial or subsequent Guaranteed Margin applicable to the Contract with the
result that the amount you receive upon a withdrawal or annuitization may be substantially reduced
 
  
 21




---



##### 



Withdrawal Charge
 
  
 
  
 1 2
 
  Because we assess a withdrawal charge if you take a withdrawal from the Contract before the end of
your elected Term, and because you may elect Subsequent Terms upon the expiration of any Term,
withdrawal charges will apply, according to the schedules that appear in IV. Charges, Deductions
and Adjustments  Fee Table and in Appendix C, for as long as you own your Contract.
 
 
 
 Waiver of Applicable Withdrawal Charge and Market Value Adjustment  Confinement to Nursing Home
(Not available in Massachusetts)
 
 
  
 
    
    A Covered Person being diagnosed with a first occurrence of any Covered Condition,
subject to the Pre-existing Condition Limitation; or
 
    
    A Covered Persons confinement in a Nursing Home.
  a.
    
    a Covered Person was not confined to a Nursing Home within two years prior to the
Effective Date of the Contract.b.
    
    a Covered Persons confinement is for at least 90 consecutive days;c.
    
    a Covered Person is receiving Nursing Care;d.
    
    such Nursing Care is based on a Physicians plan in accordance with accepted
standards of medical practice, and is Medically Necessary;e.
    
    such Nursing Care is needed because of a Covered Persons inability to perform at
least two of the Activities of Daily Living without Human Assistance because of either
Physical Impairment or Cognitive Impairment; andf.
    
    such Nursing Care is received while the contract is in force and is not assigned.
   
    
    it is licensed and operated to provide Nursing Care for a charge (including room and
board), according to the laws of the jurisdiction in which it is located; and
    
    has services performed by or under the continual, direct, and immediate supervision
of a registered nurse, licensed practical nurse, or licensed vocational nurse, on-site
twenty-four (24) hours per day.
  22




---



##### 




    
    a hospital or clinic;
    
    a rehabilitation hospital or facility;
    
    an assisted care living facility;
    
    a rest home (a home for the aged or a retirement home) which does not, as its primary
function, provide custodial care;
    
    your primary place of residence, including your living quarters in a continuing care
retirement community or similar entity; or
    
    a facility for the treatment of alcoholism, drug addiction, or mental illness.
 
 Pre-Existing Condition Limitation.
 
    The waiver described above is not available in all states and certain terms may vary depending on
the state of issue as noted in your Contract. Withdrawals may be taxable and if made prior to age
591/2 may be subject to a 10% penalty (see VII. Federal Tax Matters).
 
 
 
 
 Impact of Market Value Adjustment and Withdrawal Charge on Payable Withdrawal Amounts and Account
Value
 
 
  
 
    
    You purchase a Contract on September 15, 2010 for $100,000 and select a 5-Year Initial
Term. By the end of year two, your total Account Value, including interest, is $106,812
($100,000 (Purchase Payment) + $6,812 (total interest)).
    
    The Guaranteed Margin in effect for a 5-Year Initial Term on your date of purchase is
0.43%.
    
    You withdraw $25,000 at the end of the second year, and have made no other withdrawals
in the 12 months prior.
    
    Because there are three years (36 months) remaining in your Initial Term from the date
you make your withdrawal, we apply to the MVA factor the Guaranteed Margin for a 3-Year
Term that is in effect at the time of your withdrawal. The Guaranteed Margin in effect for
a 3-Year Term on the date of the withdrawal is 0.71%.
    
    The adjustment factor k is 0.25%.
    
    The applicable withdrawal charge is 7%.
    
    And, after calculating the Free Withdrawal Amount (see Free Withdrawal Amount above),
the portion of your withdrawal that is subject to the Market Value Adjustment and a
withdrawal charge is $21,488.
 
 (36/12)
 
 
  
 
  
 
  
 
  
 23




---



##### 



Other Charges and Deductions
 
 Taxes
  
 
 
    
    receipt by us of Purchase Payments;
    
    issuance of the Contracts;
    
    commencement or continuance of Annuity Payments under the Contracts; or
    
    death of the Owner or Annuitant.
   
 
 24




---



##### 



The Company
  
  
 
 Rating Agencies, Endorsements and Comparisons.
 
 Regulation.
   
 
 CPI MVA Separate Account
 
 
  
 25




---



##### 



Distribution of the Contract
  
  
    
  
 26




---



##### 



Description of Manulife Financial Corporation
 
  
 
  
 
 Description of the MFC Subordinated Guarantee
 
 What additional guarantee applies to my Contract?
 
  
 
 What are the reasons for the additional MFC Subordinated Guarantee?
 
  
 
 What are the terms of the MFC Subordinated Guarantee?
 
  
 
 (a)
    
    upon a full or partial withdrawal, a cancellation, a loan, a full conversion of
Account Value to annuity payments, a full or partial conversion of Account Value
attributable to death benefit proceeds to annuity payments, or similar removal of
assets, will be a net amount equal to the Contracts then current Account Value after
(i) increase for any positive Market Value Adjustment that would be credited to a Payee
under the terms of the Contract for the transaction in question and (ii) reduction for
any interest, fees, charges, outstanding loans, and negative Market Value Adjustments
that would be charged against a Payee under the terms of the Contract for the
transaction in question; or
 
 27




---



##### 



(b)
    
    upon payment of any other amount as a consequence of the death of any owner,
holder, or annuitant under a Contract prior to a completion conversion of Account Value
to annuity payments, will be a net amount equal to the Contracts then current Account
Value after (i) increase to reflect any accrued but uncredited statutory interest
attributable thereto
and (ii) reduction for any interest, fees, charges, and outstanding loans that would be
charged against a Payee under the terms of the Contract for the transaction in question.
 
 
  
    
  
 (a)
    
    (i) by reason of his being a person with whom John Hancock USA or MFC is not
dealing at arms length for the purposes of the Income Tax Act (Canada), or (ii) by
reason of his having a connection with Canada or any province or territory thereof other
than the mere holding, use or ownership or deemed holding, use or ownership of such
Contract;(b)
    
    by reason of his being liable for or subject to such withholding or deduction
because of his failure to make a claim for exemption to the relevant tax authority; or(c)
    
    more than 10 days after the Relevant Date (as defined below) except to the extent
that the holder thereof would have been entitled to Guarantor Additional Amounts on
presenting the same for payment on the last day of such period of 10 days.
 28




---



##### 



Where You Can Find More Information
 
  
 
  
  
  
 
  
   (a)
    
    MFCs Reports of Foreign Issuer on Form 6-K filed on April 14 and May 13, 2011;(b)
    
    Exhibit 99.3 to MFCs Report of Foreign Issuer on Form 6-K filed March 25, 2011,
other than the sections entitled Report of the Management Resources and Compensation
Committee, Performance Graph and Supplemental Shareholder Return;(c)
    
    MFCs Annual Report on Form 40-F for the year ended December 31, 2010, as filed
on March 18, 2011 and as amended and filed on Form 40-F/A on March 25, 2011, other than
the section of the Annual Information Form entitled Ratings; and(d)
    
    MFCs Annual Report on Form 40-F for the year ended December 31, 2009, as filed
on March 19, 2010 and as amended and filed on Form 40-F/A on March 29, 2010, other than
the section of the Annual Information Form entitled Ratings.
 
  
 
 29




---



##### 



Enforcement of Judgments
    (i)
    
    the court rendering such judgment had jurisdiction over the judgment debtor, as
recognized by the courts of Ontario (submission by MFC in the MFC Subordinated Guarantee
to the non-exclusive jurisdiction of a Massachusetts Court, will be sufficient for this
purpose);(ii)
    
    such judgment was not obtained by fraud or in a manner contrary to natural
justice and the enforcement
thereof would not be inconsistent with public policy, as such term is understood under
the laws of Ontario and the federal laws of Canada applicable therein or contrary to any
order made by the Attorney General of Canada under the Foreign Extraterritorial Measures
Act (Canada) or by the Competition Tribunal under the Competition Act (Canada);(iii)
    
    the enforcement of such judgment does not constitute, directly or indirectly,
the enforcement of foreign revenue or penal laws in the Province of Ontario; and(iv)
    
    the action to enforce such judgment is commenced within the applicable limitation
period.
   30




---



##### 



31




---



##### 



Introduction
  We make no guarantee regarding any tax treatment, federal, state or local, of any Contract or of
any transaction involving a Contract.
 
 Our Tax Status
 
  
 
 Taxation of Annuities in General
 Tax Deferral During Accumulation Period
   
    
    annuity contracts acquired by an estate of a decedent by reason of the death of the
decedent;
    
    annuity contracts issued in connection with certain qualified retirement plans;
    
    annuity contracts purchased by employers upon the termination of certain qualified
retirement plans;
    
    certain annuity contracts used in connection with structured settlement agreements;
and
    
    annuity contracts purchased with a single premium when the annuity starting date is
no later than a year from purchase of the annuity and substantially equal periodic
payments are made, not less frequently than annually, during the annuity period.
   
 Taxation of Partial and Total Withdrawals.
 
 32




---



##### 



Taxation of Annuity Payments.
   
  
 Taxation of Death Benefit Proceeds.
 
    
    if distributed in a lump sum, they are taxed in the same manner as a full withdrawal,
as described above; or
    
    if distributed under an Annuity Option, they are taxed in the same manner as Annuity
Payments; as described above.
 After the Maturity Date, where a guaranteed period exists under an Annuity Option and the Annuitant
dies before the end of that period, payments made to the Beneficiary for the remainder of that
period are includible in income as follows:
 
 
    
    if received in a lump sum, they are includible in income to the extent that they
exceed the unrecovered investment in the contract at that time;  or
    
    if distributed in accordance with an existing period certain Annuity Option, they are
fully excludible from income until the remaining investment in the contract is deemed to
be recovered, and all Annuity Payments thereafter are fully includible in income.
 
 Penalty Tax on Premature Distributions.
 
    
    received on or after the date on which the Owner reaches age 591/2;
    
    attributable to the Owner becoming disabled (as defined in the tax law);
 33




---



##### 




    
    made on or after the death of the Owner or, if the Owner is not an individual, on or
after the death of the primary Annuitant (as defined in the tax law);
    
    made as a series of substantially equal periodic payments (not less frequently than
annually) for the life (or life expectancy) of the owner or the joint lives (or joint
life expectancies) of the owner and a designated beneficiary (as defined in the tax
law); or
    
    made under a contract purchased with a single premium when the maturity date is no
later than a year from purchase of the contract and substantially equal periodic
payments are made, not less frequently than annually, during the annuity period.
 Aggregation of Contracts.
   Exchanges of Annuity Contracts.
   Loss of Interest Deduction Where Contracts are Held by or for the Benefit of Certain Non-Natural
Persons.
 
 Qualified Retirement Plans
 
 In General
  34




---



##### 



1 2
 
  
 
 Qualified Plan Types
  Individual Retirement Annuities.
 35




---



##### 



Simplified Employee Pensions (SEP-IRAs).
 SIMPLE IRAs.
 Roth IRAs.
  
    
    made after the owner attains age 591/2;
    
    made after the owners death;
    
    attributable to the owner being disabled; or
    
    a qualified first-time homebuyer distribution within the meaning of Section
72(t)(2)(F) of the Code.
 1 2
 Corporate and Self-Employed (H.R. 10 and Keogh) Pension and Profit-Sharing Plans.
 Tax-Sheltered Annuities.
 1 2
 
 Direct Rollover Rules
  36




---



##### 



Federal Income Tax Withholding
  37




---



##### 



Confirmation Statements
  
 Legal Proceedings
 
  
 
  
 
 Legal Opinions
  
 Experts
 
  
 
 Notices and Reports to Contract Owners
  
 Contract Owner Inquiries
  38




---



##### 



could be a negative value
 
  
  
 Indexed Crediting Rate Formula
 
 R t t M
 
 
 
 R t
 
 Where:Rt = Indexed Crediting Rate applicable for the following yearCPIt = the CPI-U value from 3 months prior to the rate
determination date.CPIt-1 = the CPI-U value 1 year prior to CPItM = the Guaranteed Margin
 
 Example A Determining the Indexed Crediting Rate
  
 
 
 3.06%
 
 Example B Impact of Rate Floor on Indexed Crediting Rate
 
  
 
 
 
 A-1




---



##### 



0%
 
 Example C Impact of Rate Cap on Indexed Crediting Rate
 
  
 
 
 8%
 
 A-2




---



##### 



Example 1: Request for Total Withdrawal with Negative MVA
 Contract issue date:
    
    
    9/15/2010Premium
    
    
    100,000Term Selected
    
    
    5 yearGuaranteed Margin in effect for Current Term
    
    
    0.43
    %Withdrawal occurs at the end of year 2Account Value at time of Withdrawal
    
    
    106,812The Guaranteed Margin on a new 3-yr CPI-U MVA
    
    
    0.71
    %Adjustment factor
    
    
    0.25
    %Withdrawal Charge
    
    
    7.00
    %
 
 WithdrawalGuaranteedBeginning
    
    
    
    
    
    Margin in
    
    
    
    
    
    Interest
    
    Gross
    
    
    
    
    
    
    
    
    
    Netof Year
    
    CPI- U
    
    Effect for
    
    Indexed
    
    Earned
    
    Withdrawal
    
    
    
    
    
    
    
    
    
    WithdrawalAccount
    
    Percentage
    
    Current
    
    Crediting
    
    Over The
    
    (End Of
    
    
    
    
    
    Withdrawal
    
    (End OfDate
    
    Value
    
    Change
    
    Term
    
    Rate
    
    Year
    
    Year)
    
    MVA
    
    Charge
    
    Year)9/15/2010
    
    
    100,000
    
    
    
    
    
    
    
    0.43
    %
    
    
    3.30
    %
    
    
    3,3009/15/2011
    
    
    103,300
    
    
    
    2.97
    %
    
    
    0.43
    %
    
    
    3.40
    %
    
    
    3,512
    
    
    
    106,812
    
    
    
    (1,618
    )
    
    
    7,231
    
    
    
    97,9639/15/20129/15/20139/15/20149/15/2015
 
 
 Step 1
 
 Step 2
  
 M issue
 M withdrawal
   
  
 
 Step 3
 
 
 Step 4
 
 B-1




---



##### 



Example 2: Request for Total Withdrawal with Positive MVA
 Contract issue date:
    
    
    9/15/2010Premium
    
    
    100,000Term Selected
    
    
    5 yearGuaranteed Margin in effect for Current Term
    
    
    0.43
    %Withdrawal occurs at the end of year 2Account Value at time of Withdrawal
    
    
    106,812The Guaranteed Margin on a new 3-yr CPI-U MVA
    
    
    0.10
    %Adjustment factor
    
    
    0.25
    %Withdrawal Charge
    
    
    7.00
    %
 
 WithdrawalGuaranteedBeginning
    
    
    
    
    
    Margin in
    
    
    
    
    
    Interest
    
    Gross
    
    
    
    
    
    
    
    
    
    Netof Year
    
    CPI- U
    
    Effect for
    
    Indexed
    
    Earned
    
    Withdrawal
    
    
    
    
    
    
    
    
    
    WithdrawalAccount
    
    Percentage
    
    Current
    
    Crediting
    
    Over The
    
    (End Of
    
    
    
    
    
    Withdrawal
    
    (End OfDate
    
    Value
    
    Change
    
    Term
    
    Rate
    
    Year
    
    Year)
    
    MVA
    
    Charge
    
    Year)9/15/2010
    
    
    100,000
    
    
    
    
    
    
    
    0.43
    %
    
    
    3.30
    %
    
    
    3,3009/15/2011
    
    
    103,300
    
    
    
    2.97
    %
    
    
    0.43
    %
    
    
    3.40
    %
    
    
    3,512
    
    
    
    106,812
    
    
    
    247
    
    
    
    7,231
    
    
    
    99,8289/15/20129/15/20139/15/20149/15/2015
 
 
 Step 1
 
 Step 2
  
 M issue
 M withdrawal
   
  
 
 Step 3
 
 
 Step 4
 
 B-2




---



##### 



Example 3: Request for Gross Partial Withdrawal with Inflation all years
 Contract issue date:
    
    
    9/15/2010Premium
    
    
    100,000Term Selected
    
    
    5 yearGuaranteed Margin in effect for Current Term
    
    
    0.43
    %GrossWithdrawal occurs at the end of year 2
    
    
    25,000The Guaranteed Margin on a new 3-yr CPI-U MVA
    
    
    0.71
    %Adjustment factor
    
    
    0.25
    %Withdrawal Charge
    
    
    7.00
    %
 
 WithdrawalGuaranteedBeginning
    
    
    
    
    
    Margin in
    
    
    
    
    
    Interest
    
    Gross
    
    
    
    
    
    
    
    
    
    Netof Year
    
    CPI- U
    
    Effect for
    
    Indexed
    
    Earned
    
    Withdrawal
    
    
    
    
    
    
    
    
    
    WithdrawalAccount
    
    Percentage
    
    Current
    
    Crediting
    
    Over The
    
    (End Of
    
    
    
    
    
    Withdrawal
    
    (End OfDate
    
    Value
    
    Change
    
    Term
    
    Rate
    
    Year
    
    Year)
    
    MVA
    
    Charge
    
    Year)9/15/2010
    
    
    100,000
    
    
    
    
    
    
    
    0.43
    %
    
    
    3.30
    %
    
    
    3,3009/15/2011
    
    
    103,300
    
    
    
    2.97
    %
    
    
    0.43
    %
    
    
    3.40
    %
    
    
    3,512
    
    
    
    25,000
    
    
    
    (337
    )
    
    
    1,504
    
    
    
    23,1599/15/2012
    
    
    81,812
    
    
    
    3.99
    %
    
    
    0.43
    %
    
    
    4.42
    %
    
    
    3,6129/15/2013
    
    
    85,424
    
    
    
    2.08
    %
    
    
    0.43
    %
    
    
    2.51
    %
    
    
    2,1409/15/2014
    
    
    87,565
    
    
    
    4.28
    %
    
    
    0.43
    %
    
    
    4.71
    %
    
    
    4,1259/15/2015
    
    
    91,689
 
 
 Step 1
 
 Step 2
  
 M issue
 M withdrawal
   
  
 
 Step 3
 
 
 Step 4
 
 B-3




---



##### 



Example 4: Request for Gross Partial Withdrawal with Inflation and Deflation
 Contract issue date:
    
    
    9/15/2010Premium
    
    
    100,000Term Selected
    
    
    5 yearGuaranteed Margin in effect for Current Term
    
    
    0.43
    %GrossWithdrawal occurs at the end of year 2
    
    
    25,000The Guaranteed Margin on a new 3-yr CPI-U MVA
    
    
    0.71
    %Adjustment factor
    
    
    0.25
    %Withdrawal Charge
    
    
    7.00
    %
 
 WithdrawalGuaranteedBeginning
    
    
    
    
    
    Margin in
    
    
    
    
    
    Interest
    
    Gross
    
    
    
    
    
    
    
    
    
    Netof Year
    
    CPI- U
    
    Effect for
    
    Indexed
    
    Earned
    
    Withdrawal
    
    
    
    
    
    
    
    
    
    WithdrawalAccount
    
    Percentage
    
    Current
    
    Crediting
    
    Over The
    
    (End Of
    
    
    
    
    
    Withdrawal
    
    (End OfDate
    
    Value
    
    Change
    
    Term
    
    Rate
    
    Year
    
    Year)
    
    MVA
    
    Charge
    
    'Year)9/15/2010
    
    
    100,000
    
    
    
    
    
    
    
    0.43
    %
    
    
    3.30
    %
    
    
    3,3009/15/2011
    
    
    103,300
    
    
    
    -2.20
    %
    
    
    0.43
    %
    
    
    0.00
    %
    
    
    0
    
    
    
    25,000
    
    
    
    (392
    )
    
    
    1,750
    
    
    
    22,8589/15/2012
    
    
    78,300
    
    
    
    3.99
    %
    
    
    0.43
    %
    
    
    4.42
    %
    
    
    3,4579/15/2013
    
    
    81,757
    
    
    
    -0.24
    %
    
    
    0.43
    %
    
    
    0.19
    %
    
    
    1559/15/2014
    
    
    81,913
    
    
    
    4.28
    %
    
    
    0.43
    %
    
    
    4.71
    %
    
    
    3,8589/15/2015
    
    
    85,771
 
 
 Step 1
 
 Step 2
  
 M issue
 M withdrawal
   
  
 
 Step 3
 
 
 Step 4
 
 B-4




---



##### 



Example 5: Request for Net Partial Withdrawal
 Contract issue date:
    
    
    9/15/2010Premium
    
    
    100,000Term Selected
    
    
    5 yearGuaranteed Margin in effect for Current Term
    
    
    0.43
    %NetWithdrawal occurs at the end of year 2
    
    
    25,000The Guaranteed Margin on a new 3-yr CPI-U MVA
    
    
    0.71
    %Adjustment factor
    
    
    0.25
    %Withdrawal Charge
    
    
    7.00
    %
 
 WithdrawalGuaranteedBeginning
    
    
    
    
    
    Margin in
    
    
    
    
    
    Interest
    
    Gross
    
    
    
    
    
    
    
    
    
    Netof Year
    
    CPI- U
    
    Effect for
    
    Indexed
    
    Earned
    
    Withdrawal
    
    
    
    
    
    
    
    
    
    WithdrawalAccount
    
    Percentage
    
    Current
    
    Crediting
    
    Over The
    
    (End Of
    
    
    
    
    
    Withdrawal
    
    (End OfDate
    
    Value
    
    Change
    
    Term
    
    Rate
    
    Year
    
    Year)
    
    MVA
    
    Charge
    
    Year)9/15/2010
    
    
    100,000
    
    
    
    
    
    
    
    0.43
    %
    
    
    3.30
    %
    
    
    3,3009/15/2011
    
    
    103,300
    
    
    
    2.97
    %
    
    
    0.43
    %
    
    
    3.40
    %
    
    
    3,512
    
    
    
    27,013
    
    
    
    (368
    )
    
    
    1,645
    
    
    
    25,0009/15/2012
    
    
    79,799
    
    
    
    3.99
    %
    
    
    0.43
    %
    
    
    4.42
    %
    
    
    3,5239/15/2013
    
    
    83,322
    
    
    
    2.08
    %
    
    
    0.43
    %
    
    
    2.51
    %
    
    
    2,0889/15/2014
    
    
    85,410
    
    
    
    4.28
    %
    
    
    0.43
    %
    
    
    4.71
    %
    
    
    4,0239/15/2015
    
    
    89,433
 
 
 Step 1
 
 Net Withdrawal Amount + Free Amount * ((MVA factor  1)  Withdrawal charge %)Gross Withdrawal Amount   =
    
    (1 + (MVA factor  1)  Withdrawal Charge %)
  25,000 + 3,512 * ((0.9843  1)  0.07)Gross Withdrawal Amount =
    
    (1 + (0.9843  1)  0.07)
    
    = $27,013
 
 Step 2
 
 Step 3
  
 M issue
 M withdrawal
   
  
 
 Step 4
 
 
 Step 5
 
 B-5




---



##### 



Example 6: Request for Gross Partial Withdrawal with Cap
 
 
 Contract issue date:
    
    
    9/15/2010
    
    
    Cap
    
    
    0.0
    %Premium
    
    
    100,000
    
    
    Floor
    
    
    8.0
    %Term Selected
    
    
    5 yearGuaranteed Margin in effect for Current Term
    
    
    0.43
    %GrossWithdrawal occurs at the end of year 2
    
    
    25,000The Guaranteed Margin on a new 3-yr CPI-U MVA
    
    
    0.71
    %Adjustment factor
    
    
    0.25
    %Withdrawal Charge
    
    
    7.00
    %
 
 
 WithdrawalGuaranteedBeginning
    
    
    
    
    
    Margin in
    
    
    
    
    
    Interest
    
    Gross
    
    
    
    
    
    
    
    
    
    Netof Year
    
    CPI- U
    
    Effect for
    
    Indexed
    
    Earned
    
    Withdrawal
    
    
    
    
    
    
    
    
    
    WithdrawalAccount
    
    Percentage
    
    Current
    
    Crediting
    
    Over The
    
    (End Of
    
    
    
    
    
    Withdrawal
    
    (End OfDate
    
    Value
    
    Change
    
    Term
    
    Rate
    
    Year
    
    Year)
    
    MVA
    
    Charge
    
    Year)9/15/2010
    
    
    100,000
    
    
    
    
    
    
    
    0.43
    %
    
    
    3.30
    %
    
    
    3,3009/15/2011
    
    
    103,300
    
    
    
    8.20
    %
    
    
    0.43
    %
    
    
    8.00
    %
    
    
    8,264
    
    
    
    25,000
    
    
    
    (262
    )
    
    
    1,172
    
    
    
    23,5669/15/2012
    
    
    86,564
    
    
    
    3.99
    %
    
    
    0.43
    %
    
    
    4.42
    %
    
    
    3,8269/15/2013
    
    
    90,390
    
    
    
    7.84
    %
    
    
    0.43
    %
    
    
    8.00
    %
    
    
    7,2319/15/2014
    
    
    97,621
    
    
    
    4.28
    %
    
    
    0.43
    %
    
    
    4.71
    %
    
    
    4,5989/15/2015
    
    
    102,219
 
 
 Step 1
 
 
 Step 2
 
 
  
 
 
 
 
 M issue
 
 
 M withdrawal
 
 
  
 
  
 
  
 
 Step 3
 
 
 Step 4
 
 B-6




---



##### 



APPLICABLE TO ACCOUNT VALUE DURING THE INITIAL TERM:
 
 CONTRACT/CERTIFICATE YEAR AT TIME OF WITHDRAWALTERM
    
    1
    
    2
    
    3
    
    4
    
    5
    
    6
    
    7
    
    8
    
    9
    
    101 Year
    
    
    0
    %2 Year
    
    
    0
    %
    
    
    0
    %3 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %4 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %5 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %6 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %7 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
    
    
    4
    %8 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
    
    
    4
    %
    
    
    3
    %9 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
    
    
    4
    %
    
    
    3
    %
    
    
    2
    %10 Year
    
    
    8
    %
    
    
    7
    %
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
    
    
    4
    %
    
    
    3
    %
    
    
    2
    %
    
    
    1
    %
 APPLICABLE TO ACCOUNT VALUE DURING ANY SUBSEQUENT TERM:
 NUMBER OF COMPLETE YEARS SINCE THE COMMENCEMENT OF THE SUBSEQUENT TERMAT THE TIME OF WITHDRAWALTERM
    
    0
    
    1
    
    2
    
    3
    
    4
    
    5
    
    6
    
    7
    
    8
    
    91 Year
    
    
    0
    %2 Year
    
    
    0
    %
    
    
    0
    %3 Year
    
    
    6
    %
    
    
    5
    %
    
    
    4
    %4 Year
    
    
    6
    %
    
    
    5
    %
    
    
    4
    %
    
    
    4
    %5 Year
    
    
    6
    %
    
    
    5
    %
    
    
    4
    %
    
    
    4
    %
    
    
    3
    %6 Year
    
    
    6
    %
    
    
    5
    %
    
    
    4
    %
    
    
    4
    %
    
    
    3
    %
    
    
    3
    %7 Year
    
    
    6
    %
    
    
    5
    %
    
    
    4
    %
    
    
    4
    %
    
    
    3
    %
    
    
    3
    %
    
    
    2
    %8 Year
    
    
    6
    %
    
    
    5
    %
    
    
    4
    %
    
    
    4
    %
    
    
    3
    %
    
    
    3
    %
    
    
    2
    %
    
    
    1
    %9 Year
    
    
    6
    %
    
    
    5
    %
    
    
    4
    %
    
    
    4
    %
    
    
    3
    %
    
    
    3
    %
    
    
    2
    %
    
    
    1
    %
    
    
    0
    %10 Year
    
    
    6
    %
    
    
    5
    %
    
    
    4
    %
    
    
    4
    %
    
    
    3
    %
    
    
    3
    %
    
    
    2
    %
    
    
    1
    %
    
    
    0
    %
    
    
    0
    %
 
 
 C-1




---



##### 



Year over Year change in CPI-U and S&P 500 Indices since 1950
 
 
 Using January values of each year
 
 
 S&P 500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    S&P 500Index
    
    
    
    
    
    
    
    
    
    CPI Index
    
    
    
    
    
    IndexCPI Index
    
    
    
    
    
    Year over
    
    
    
    
    
    
    
    
    
    Year over
    
    
    
    
    
    Year overCPI
    
    Year over Year
    
    S&P 500
    
    Year
    
    
    
    
    
    CPI
    
    Year
    
    S&P 500
    
    YearMonth
    
    Index
    
    % Change
    
    Index
    
    % Change
    
    Month
    
    Index
    
    % Change
    
    Index
    
    % Change1/31/1950
    
    
    23.50
    
    
    
    8.09
    %
    
    
    17.05
    
    
    
    27.04
    %
    
    
    1/31/1981
    
    
    
    87.00
    
    
    
    8.39
    %
    
    
    129.55
    
    
    
    -7.06
    %1/31/1951
    
    
    25.40
    
    
    
    4.33
    %
    
    
    21.66
    
    
    
    11.45
    %
    
    
    1/31/1982
    
    
    
    94.30
    
    
    
    3.71
    %
    
    
    120.40
    
    
    
    20.68
    %1/31/1952
    
    
    26.50
    
    
    
    0.38
    %
    
    
    24.14
    
    
    
    9.28
    %
    
    
    1/31/1983
    
    
    
    97.80
    
    
    
    4.19
    %
    
    
    145.30
    
    
    
    12.46
    %1/31/1953
    
    
    26.60
    
    
    
    1.13
    %
    
    
    26.38
    
    
    
    -1.14
    %
    
    
    1/31/1984
    
    
    
    101.90
    
    
    
    3.53
    %
    
    
    163.41
    
    
    
    9.93
    %1/31/1954
    
    
    26.90
    
    
    
    -0.74
    %
    
    
    26.08
    
    
    
    40.45
    %
    
    
    1/31/1985
    
    
    
    105.50
    
    
    
    3.89
    %
    
    
    179.63
    
    
    
    17.90
    %1/31/1955
    
    
    26.70
    
    
    
    0.37
    %
    
    
    36.63
    
    
    
    19.63
    %
    
    
    1/31/1986
    
    
    
    109.60
    
    
    
    1.46
    %
    
    
    211.78
    
    
    
    29.42
    %1/31/1956
    
    
    26.80
    
    
    
    2.99
    %
    
    
    43.82
    
    
    
    2.05
    %
    
    
    1/31/1987
    
    
    
    111.20
    
    
    
    4.05
    %
    
    
    274.08
    
    
    
    -6.21
    %1/31/1957
    
    
    27.60
    
    
    
    3.62
    %
    
    
    44.72
    
    
    
    -6.75
    %
    
    
    1/31/1988
    
    
    
    115.70
    
    
    
    4.67
    %
    
    
    257.07
    
    
    
    15.72
    %1/31/1958
    
    
    28.60
    
    
    
    1.40
    %
    
    
    41.70
    
    
    
    32.90
    %
    
    
    1/31/1989
    
    
    
    121.10
    
    
    
    5.20
    %
    
    
    297.47
    
    
    
    10.63
    %1/31/1959
    
    
    29.00
    
    
    
    1.03
    %
    
    
    55.42
    
    
    
    0.34
    %
    
    
    1/31/1990
    
    
    
    127.40
    
    
    
    5.65
    %
    
    
    329.08
    
    
    
    4.51
    %1/31/1960
    
    
    29.30
    
    
    
    1.71
    %
    
    
    55.61
    
    
    
    11.10
    %
    
    
    1/31/1991
    
    
    
    134.60
    
    
    
    2.60
    %
    
    
    343.93
    
    
    
    18.86
    %1/31/1961
    
    
    29.80
    
    
    
    0.67
    %
    
    
    61.78
    
    
    
    11.43
    %
    
    
    1/31/1992
    
    
    
    138.10
    
    
    
    3.26
    %
    
    
    408.79
    
    
    
    7.34
    %1/31/1962
    
    
    30.00
    
    
    
    1.33
    %
    
    
    68.84
    
    
    
    -3.83
    %
    
    
    1/31/1993
    
    
    
    142.60
    
    
    
    2.52
    %
    
    
    438.78
    
    
    
    9.76
    %1/31/1963
    
    
    30.40
    
    
    
    1.64
    %
    
    
    66.20
    
    
    
    16.37
    %
    
    
    1/31/1994
    
    
    
    146.20
    
    
    
    2.80
    %
    
    
    481.61
    
    
    
    -2.32
    %1/31/1964
    
    
    30.90
    
    
    
    0.97
    %
    
    
    77.04
    
    
    
    13.66
    %
    
    
    1/31/1995
    
    
    
    150.30
    
    
    
    2.73
    %
    
    
    470.42
    
    
    
    35.20
    %1/31/1965
    
    
    31.20
    
    
    
    1.92
    %
    
    
    87.56
    
    
    
    6.08
    %
    
    
    1/31/1996
    
    
    
    154.40
    
    
    
    3.04
    %
    
    
    636.02
    
    
    
    23.61
    %1/31/1966
    
    
    31.80
    
    
    
    3.46
    %
    
    
    92.88
    
    
    
    -6.75
    %
    
    
    1/31/1997
    
    
    
    159.10
    
    
    
    1.57
    %
    
    
    786.16
    
    
    
    24.69
    %1/31/1967
    
    
    32.90
    
    
    
    3.65
    %
    
    
    86.61
    
    
    
    6.50
    %
    
    
    1/31/1998
    
    
    
    161.60
    
    
    
    1.67
    %
    
    
    980.28
    
    
    
    30.54
    %1/31/1968
    
    
    34.10
    
    
    
    4.40
    %
    
    
    92.24
    
    
    
    11.68
    %
    
    
    1/31/1999
    
    
    
    164.30
    
    
    
    2.74
    %
    
    
    1279.64
    
    
    
    8.97
    %1/31/1969
    
    
    35.60
    
    
    
    6.18
    %
    
    
    103.01
    
    
    
    -17.46
    %
    
    
    1/31/2000
    
    
    
    168.80
    
    
    
    3.73
    %
    
    
    1394.46
    
    
    
    -2.04
    %1/31/1970
    
    
    37.80
    
    
    
    5.29
    %
    
    
    85.02
    
    
    
    12.77
    %
    
    
    1/31/2001
    
    
    
    175.10
    
    
    
    1.14
    %
    
    
    1366.01
    
    
    
    -17.26
    %1/31/1971
    
    
    39.80
    
    
    
    3.27
    %
    
    
    95.88
    
    
    
    8.41
    %
    
    
    1/31/2002
    
    
    
    177.10
    
    
    
    2.60
    %
    
    
    1130.20
    
    
    
    -24.29
    %1/31/1972
    
    
    41.10
    
    
    
    3.65
    %
    
    
    103.94
    
    
    
    11.63
    %
    
    
    1/31/2003
    
    
    
    181.70
    
    
    
    1.93
    %
    
    
    855.70
    
    
    
    32.19
    %1/31/1973
    
    
    42.60
    
    
    
    9.39
    %
    
    
    116.03
    
    
    
    -16.77
    %
    
    
    1/31/2004
    
    
    
    185.20
    
    
    
    2.97
    %
    
    
    1131.13
    
    
    
    4.43
    %1/31/1974
    
    
    46.60
    
    
    
    11.80
    %
    
    
    96.57
    
    
    
    -20.29
    %
    
    
    1/31/2005
    
    
    
    190.70
    
    
    
    3.99
    %
    
    
    1181.27
    
    
    
    8.36
    %1/31/1975
    
    
    52.10
    
    
    
    6.72
    %
    
    
    76.98
    
    
    
    31.02
    %
    
    
    1/31/2006
    
    
    
    198.30
    
    
    
    2.08
    %
    
    
    1280.08
    
    
    
    12.36
    %1/31/1976
    
    
    55.60
    
    
    
    5.22
    %
    
    
    100.86
    
    
    
    1.16
    %
    
    
    1/31/2007
    
    
    
    202.42
    
    
    
    4.28
    %
    
    
    1438.24
    
    
    
    -4.15
    %1/31/1977
    
    
    58.50
    
    
    
    6.84
    %
    
    
    102.03
    
    
    
    -12.53
    %
    
    
    1/31/2008
    
    
    
    211.08
    
    
    
    0.03
    %
    
    
    1378.55
    
    
    
    -40.09
    %1/31/1978
    
    
    62.50
    
    
    
    9.28
    %
    
    
    89.25
    
    
    
    11.97
    %
    
    
    1/31/2009
    
    
    
    211.14
    
    
    
    2.63
    %
    
    
    825.88
    
    
    
    30.03
    %1/31/1979
    
    
    68.30
    
    
    
    13.91
    %
    
    
    99.93
    
    
    
    14.24
    %
    
    
    1/31/2010
    
    
    
    216.69
    
    
    
    1.63
    %
    
    
    1073.87
    
    
    
    19.76
    %1/31/1980
    
    
    77.80
    
    
    
    11.83
    %
    
    
    114.16
    
    
    
    13.48
    %
    
    
    1/31/2011
    
    
    
    220.22
    
    
    
    
    
    
    
    1286.12
 
 
 The US Consumer Price Index  All Urban Consumers (CPI-U)  is compiled monthly by the U.S. Bureau of Labor Statistics
 
 D-1




---



##### 



TAX RATEQUALIFIED
    
    NONQUALIFIEDSTATE1
    
    CONTRACTS
    
    CONTRACTSCALIFORNIA
    
    
    0.50
    %
    
    
    2.35
    %MAINE2
    
    
    0.00
    %
    
    
    2.00
    %NEVADA
    
    
    0.00
    %
    
    
    3.50
    %PUERTO RICO
    
    
    1.00
    %
    
    
    1.00
    %SOUTH DAKOTA2
    
    
    0.00
    %
    
    
    1.25
    %3TEXAS4
    
    
    0.04
    %
    
    
    0.04
    %WEST VIRGINIA
    
    
    1.00
    %
    
    
    1.00
    %WYOMING
    
    
    0.00
    %
    
    
    1.00
    %
 
 1
    
    Based on the state of residence at the time the tax is assessed.2
    
    Premium tax paid upon receipt of Purchase Payment (no tax at annuitization if tax paid
on Purchase Payment at issue).3
    
    0.80% on Purchase Payments in excess of $500,000.4
    
    Referred to as a maintenance tax. E-1




---



##### 



PART II
 INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 8. Indemnification of Directors and Officers.
 Manulife Financial Corporation
       
    
    any acts committed with actual dishonest, fraudulent, criminal or malicious
intent;
    
    any act of gross negligence or willful neglect;
    
    any claims relating to liabilities of other persons assumed by any person
entitled to indemnification;
    
    any claims relating to enterprises owned, operated, managed or controlled
by any person entitled to indemnification;
    
    any claims relating to pension plans sponsored by any person entitled to
indemnification;
    
    bodily injury, sickness, disease or death of any person;
    
    injury to or destruction of any tangible property; and
    
    any actions which were in breach of compliance with MFC policy.




---



##### 



John Hancock Life Insurance Company (U.S.A.)
  
  
 Item 9. Exhibits
  
 Exhibit No.
    
    Description1
    
    Distribution and Servicing Agreement dated February 17, 2009 by and among John
Hancock Distributors, LLC, Manulife Financial Securities, LLC, and John
Hancock Life Insurance Company (U.S.A.)  Incorporated by reference to
Exhibit (b)(3)(ii) to Form N-4, file number 333-143073, filed April 1, 2009.4(a)(i)
    
    Specimen Single Payment Modified Guaranteed Deferred Annuity Contract 
Individual  10MVA-CPI-1.14(a)(ii)
    
    Specimen Single Payment Modified Guaranteed Deferred Annuity Contract
Specifications Page  Individual  SPEC-CPI10.24(a)(iii)
    
    Specimen Single Payment Modified Guaranteed Deferred Annuity Contract  Group
 09GRPMAST4(a)(iv)
    
    Specimen Single Payment Modified Guaranteed Deferred Group Annuity Certificate
 10MVAGRP-CPI.14(a)(v)
    
    Specimen Single Payment Modified Guaranteed Deferred Annuity Contract
Specifications Page  Group  SPEC-CPI10-1.24(b)(i)(A)*
    
    Specimen Single Payment Modified Guaranteed Deferred Annuity Application
(Individual)  156-CPI-10




---



##### 



Exhibit No.
    
    Description4(b)(i)(B)*
    
    Specimen Single Payment Modified Guaranteed Deferred Annuity Application
(Group)  156-GRPMAST-094(b)(ii)(A)
    
    Specimen Endorsements to Contract or Certificate Roth Individual Retirement
Annuity  ICC11-ENDROTH.114(b)(ii)(B)
    
    Specimen Endorsements to Contract or Certificate Simple Individual Retirement
Annuity  ICC11-ENDSIMPLE.114(b)(ii)(C)
    
    Specimen Endorsements to Contract or Certificate Individual Retirement Annuity
 ICC11-ENDIRA.114(c)(i)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) -
non-specific4(c)(ii)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) 
FL specific4(c)(iii)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) 
MA specific4(c)(iv)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) 
MN specific4(c)(v)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) 
MT specific4(c)(vi)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) 
NC specific4(c)(vii)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) 
NH specific4(c)(viii)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Endorsement (Individual) 
OR specific4(c)(ix)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Rider (Group)  non-specific4(c)(x)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Rider (Group)  IL specific4(c)(xi)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Rider (Group)  MO specific4(c)(xii)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Rider (Group)  SD specific4(c)(xiii)*
    
    Specimen Nursing Home Waiver of Withdrawal Charge Rider (Group)  TX specific4(d)
    
    Subordinated MVA Guarantee by
Manulife Financial Corporation dated June 27,
20115(a)(i)
    
    Opinion of Annuities Chief Counsel regarding the legality of the Contract
Value Interests being registered5(a)(ii)
    
    Opinion of Annuities Chief Counsel regarding the legality of the subordinated
guarantee5(b)
    
    Opinion of Torys LLP regarding validity under Canadian law of the subordinated
guarantee and enforceability of judgments




---



##### 



Exhibit No.
    
    Description23(a)
    
    Consent of independent registered public accounting firm for Manulife
Financial Corporation23(b)(i)
    
    Consent of Annuities Chief Counsel (included as part of its opinion filed as
Exhibit 5(a)(i) and incorporated herein by reference)23(b)(ii)
    
    Consent of Annuities Chief Counsel (included as part of its opinion filed as
Exhibit 5(a)(ii) and incorporated herein by reference)23(c)
    
    Consent of Torys LLP (included as part of its opinion filed as Exhibit 5(b)
and incorporated herein by reference)24(a)*
    
    Powers of Attorney (included on the signature pages and incorporated herein by
reference)
 
 
 
 *
    
    Previously filed. 
 Item 10. Undertakings
         provided




---



##### 



bona fide Provided, however,
 Provided, however,




---



##### 








---



##### 



SIGNATURES
 
  
 MANULIFE FINANCIAL CORPORATIONBy:
    /s/ Donald A. GuloienName:  Donald A. GuloienTitle:    President and Chief Executive Officer 
  
 Signature
    
    Title/s/ Donald A. Guloien

Donald A. Guloien
    
    President, Chief Executive Officer and Director
(Principal Executive Officer)/s/ Michael W. Bell

Michael W. Bell
    
    Senior Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)*
    
    ChairGail C.A. Cook-Bennett*
    
    DirectorLinda B. Bammann*

John M. Cassaday
    
    Director*

Thomas P. dAquino
    
    Director*

Richard B. DeWolfe
    
    Director*

Robert E. Dineen, Jr.
    
    Director*

Scott M. Hand
    
    Director*

Robert J. Harding
    
    Director*

Luther S. Helms
    
    Director*

Lorna R. Marsden
    
    Director




---



##### 



Signature
    
    Title*

John R.V. Palmer
    
    Director
 
 *
    
    By the signature set forth below, the undersigned, pursuant to the duly authorized power of
attorney filed with the Securities and Exchange Commission, has signed this Pre-Effective Amendment
No. 1 to the Registration Statement on behalf of the person indicated. By:
    /s/ Michael W. BellMichael W. BellAttorney-in-Fact




---



##### 



SIGNATURES
 
  
 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
 By:
    /s/ James R. BoyleName:  James R. BoyleTitle:    Principal Executive Officer 
  
 Signature
    
    Title/s/ James R. Boyle

James R. Boyle
    
    President and Chairman
(Principal Executive Officer)/s/ Lynne Patterson

Lynne Patterson
    
    Senior Vice President, Chief Financial Officer
(Principal Financial Officer)/s/ Jeffery J. Whitehead

Jeffery J. Whitehead
    
    Vice President and Controller
(Principal Accounting Officer)*

Thomas Borshoff
    
    Director*

Steven A. Finch
    
    Director*

Ruth Ann Fleming
    
    Director*

James D. Gallagher
    
    Director*

Scott S. Hartz
    
    Director*

Rex E. Schlaybaugh Jr.
    
    Director*

John G. Vrysen
    
    Director
 
 *
    
    By the signature set forth below, the undersigned, pursuant to the duly authorized power of
attorney filed with the Securities and Exchange Commission, has signed this Pre-Effective Amendment
No. 1 to the Registration Statement on behalf of the person indicated. By:
    /s/ Arnold R. BergmanArnold R. BergmanAttorney-in-Fact




---



##### 



AUTHORIZED REPRESENTATIVE
 
  
 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)By:
    /s/ Emanuel AlvesName:  Emanuel AlvesTitle:    Vice President, Counsel and
             Corporate Secretary




---



##### 



Exhibit No.
    
    Description4(a)(i)
    
    Specimen Single Payment Modified Guaranteed
Deferred Annuity Contract  Individual 
10MVA-CPI-1.14(a)(ii)
    
    Specimen Single Payment Modified Guaranteed
Deferred Annuity Contract Specifications Page 
Individual  SPEC-CPI10.24(a)(iii)
    
    Specimen Single Payment Modified Guaranteed
Deferred Annuity Contract  Group  09GRPMAST4(a)(iv)
    
    Specimen Single Payment Modified Guaranteed
Deferred Group Annuity Certificate 
10MVAGRP-CPI.14(a)(v)
    
    Specimen Single Payment Modified Guaranteed
Deferred Annuity Contract Specifications Page 
Group  SPEC-CPI10-1.24(b)(ii)(A)
    
    Specimen Endorsements to Contract or Certificate
Roth Individual Retirement Annuity 
ICC11-ENDROTH.114(b)(ii)(B)
    
    Specimen Endorsements to Contract or Certificate
Simple Individual Retirement Annuity 
ICC11-ENDSIMPLE.114(b)(ii)(C)
    
    Specimen Endorsements to Contract or Certificate
Individual Retirement Annuity  ICC11-ENDIRA.114(d)
    
    Subordinated MVA Guarantee by
Manulife Financial Corporation dated June 27, 20115(a)(i)
    
    Opinion and Consent of Annuities Chief Counsel regarding the
legality of the Contract Value Interests being registered5(a)(ii)
    
    Opinion and Consent of Annuities Chief Counsel regarding the
legality of the subordinated guarantee5(b)
    
    Opinion and Consent of Torys LLP regarding validity under
Canadian law of the subordinated guarantee and enforceability of
judgments23(a)
    
    Consent of independent registered public accounting firm for
Manulife Financial Corporation